The Corrupted Shield
by pokemon fan 98
Summary: HYDRA develops a solution very similar to the one that made Captain America, and uses it on a member of Coulson's team. Their target is someone specific on Coulson's team, but at the last moment someone takes her place; Fitz. He becomes their super soldier. He is the corrupted shield.
1. Chapter 1

The Corrupted Shield

 **A/N: This story was requested by FitzCapauchin (thank you for the idea!). It is very AU, and takes place in season two. Instead of making it a drabble in my story Partners for Life, I decided to make it a completely separate story. I know this chapter is short, but the next one will make up for it, I promise. Please, tell me what you think and anything you would like to see in future chapters. I hope you like it!**

"What made Captain America so great?" the man mused. "What was it exactly?"

The woman thought for a moment. "His loyalty? Strength? Moral integrity?"

"That's what made him so _good,_ Helen. What made him so great was the serum given to him by Howard Stark. The super-soldier serum that, no matter how hard we tried, we couldn't replicate."

"Why are you…" she faded into a thoughtful silence. " _Couldn't_ replicate?"

The man smiled. "You always were quick to understand. Yes, Helen. We've finally managed to replicate the serum. Not exactly, not perfectly. But enough to be able to use it."

She seemed stunned. "We can finally achieve what we've aimed for for so long? What C.E.N.T.I.P.E.D.E. failed…"

"C.E.N.T.I.P.E.D.E. failed because it wasn't good enough." The man said quickly, irritation making his tone rise. "It wasn't natural enough to be as powerful as we needed it to be." He sighed, calming himself. "This serum has everything C.E.N.T.I.P.E.D.E. didn't. This serum will save HYDRA."

"Who are we going to use it on?" Helen asked.

The man stroked the vial containing his life's work lovingly. "Someone Coulson loves as a daughter." He said with a faint smile. "Someone who, once we're done with her, will be twice as powerful as Captain America ever was." He turned to look at Helen. "Someone who will save HYDRA, whether she wants to at first or not."


	2. Chapter 2

**A/N: Here's chapter two! As promised, it's a lot longer than the first one. I was really happy with the response the first chapter got. I hope you like this one! Leave me a review, please!**

"Fitz, we're going to be late!" Jemma said, standing by the door to the lab with a bag slung over her shoulder.

"I'm coming." He said, putting an ICER in his bag. He cast one last look over the lab, checking to make sure they had everything they needed. Then he walked out with Jemma, moving to a jog after the doors closed behind them. They were a bit late.

"Good." Coulson said once he saw them. "Everyone's here. Let's go."

They got into two vehicles and drove down the ramp from the Bus. Fitz and Simmons rode in the vehicle driven by May, with Bobbi in the passenger seat next to her. Coulson drove the other vehicle, with Hunter next to him and Skye in the backseat. Mack had decided to stay at the base; he didn't want to run into any trouble if they did, and Coulson thought it would be a good idea for someone to stay there. Trip was on a side mission, and wasn't due back until the next day. They were going to see a possible lead Coulson had heard about, something that might give them a clue as to HYDRA's leadership.

"This is going to be quick." Said Coulson's voice over the coms. "We get out and search the area, and then we leave as quickly as possible. Play it safe."

Fitz and Simmons had been instructed to send the D.W.A.R.F. drones to scan everything, and Coulson thought they might spot something the others didn't.

"You guys see technical tricks we might miss." He had said earlier. "I want you with us."

They arrived at the site after ten minutes of driving. Immediately Fitz sent out the drones, and then he looked at Jemma. "How do you want to do this?" he asked.

"Let's stay together. There are enough pairs of eyes here for us to do that."

So they stayed paired together, walking and inspecting the old building and surrounding courtyard. It appeared to be deserted.

"Maybe they used this place to meet once?" Fitz wondered aloud.

"Maybe it's an old base." Jemma said.

Just then Fitz noticed something glinting in the light and bent down to inspect it closer. "I don't think it's that old, Jemma." He said as he picked it up. He showed her the piece of smooth, un-corroded metal and stood up. "This hasn't been here long."

"Let's tell Coulson." She said.

Then they heard a shot fire.

"Get down!" they heard Coulson yell. Fitz pulled Jemma to the ground with him and looked around wildly, searching for the assailant.

He saw May a few feet away from them, gun locked and loaded in steady hands. Bobbi and Hunter were behind them, standing back to back with their weapons drawn. Coulson stood close to the building, crouched against the side. Skye wasn't in sight.

Fitz brought his bag in front of him and pulled out the ICER. "Here." He said, sliding it over to Jemma.

"What about you?" she asked.

He smiled. "I guess you'll just have to cover me."

"Cover you? What do you- Fitz!" she cried.

He had stood up and was now looking around them, trying to spot Skye. Jemma grabbed his leg and pulled him down a second later, and he was extremely glad she did; a bullet had just passed dangerously close to him. Immediately May shot into action. Evidently she had been waiting for another shot to pinpoint the shooter's location, and she motioned for someone else to follow her as she jogged to the other side of the building. Hunter sprinted over to her and Bobbi ran behind the larger of the vehicles, edging carefully around it and waiting for a signal to act.

Coulson stayed where he was, to see if there were any more assailants coming from the other direction.

Fitz wasn't looking at May, but he heard a few consecutive shots and a shout of pain, quickly silenced. "Where's Skye?" he asked Jemma.

Her eyes widened and she twisted her head around, searching. "I don't know." She whispered once she turned to face him again.

Their eyes met and an understanding passed between them.

"I'll cover you." She said. "On three."

"One." He breathed.

"Two." She whispered.

"Three!" they said together. They sprang up and sprinted to where Coulson was by the corner of the building.

"Why did you two move?" he asked them.

"We need to find Skye." Jemma said.

Coulson's face grew more serious. "She's not in the car?"

"You left her in the car?" Fitz said. He sighed in relief. "I was worried when I didn't see her."

Coulson was looking at the car though. "Go make sure she's alright." He said. "I don't know how many people there are, but I need to stay here in case we're surrounded. This is oddly quiet for an ambush."

Fitz hesitated.

"I won't let anything happen to you." Coulson said. "I've got your back, and Bobbi is close to the cars. Besides, you'll be safer in there. You too, Simmons." He added. "Now go!"

Yet again they sprinted across the courtyard, and seconds later arrived next to the car Coulson had driven, crouched over. "Skye!" Fitz said. "Skye!"

Her head appeared in the window. "I'm fine." She said. "Is everyone else okay?"

Fitz looked around. "They're fine for now, but Coulson wants the three of us to stay in here."

"I should be out there." Skye said as she opened the door for them. "I can help."

"They know that, Skye." Jemma said, stepping in. "They just want you to stay sa- agh!"

A number of things happened at once. Three men appeared from behind the vehicle (a blind spot to Coulson). One of them grabbed Jemma and threw her to the ground. Another went to take care of Fitz, shoving him against the car roughly. The third one went for Skye.

"NO!" Jemma cried once she got her breath back. She adjusted her grip on the ICER and fired it at one of the men, who fell like a sack of potatoes- onto her.

Coulson's head whipped around at her cry, and when he saw the attackers he raised his gun towards them. He aimed for a second before firing, hitting the man that had been bashing Fitz into the car in the shoulder and sending him reeling back, shouting in pain.

Coulson looked around him wildly, as if expecting the silence that had taken hold before to suddenly explode into a warzone din. Fitz's thoughts were racing. He had thought Bobbi was covering the other side of the car… how had the men gotten past her?

Coulson glanced at them briefly, seemed to think they were fine for the moment, and then started running towards the car. Fitz guessed to check on Bobbi and get a better position, but he couldn't be completely sure.

Then he saw the third man step out of the car backwards. He seemed to be carrying something, and when he turned around Fitz saw what it was – Skye, limp in his arms with her eyes closed, a bloody gash on her forehead.

Simmons struggled out from under the unconscious man that had thrown her down and stood up, pointing the ICER at the man holding Skye. "Don't move." She said. Her voice was steady but her hand shook slightly. Fitz desperately wished he had packed a second ICER. The man was looking at Jemma and smiling. Fitz knew he wouldn't be intimidated by Jemma. So he shouted "shoot him now!" and lunged forward, fist flying.

His fast calculations had depended on Jemma's acting immediately and the man being too startled to react. Jemma's part of the plan went perfectly; she fired the recharged ICER at the man right when Fitz said to. The second part of the plan was what didn't go so well. The man used Skye as a shield, letting her take the shot and then dropping her, rushing forward towards Jemma.

"I only need one of you." He said. "I guess it'll be you now."

Jemma's eyes widened. The ICER needed a minute to recharge. Fitz had been running straight at the man, but the man's forward movement left Fitz's fist striking empty air instead of the man's mouth. Fitz had to stumble to avoid stepping on Skye.

From the other side of the car he could hear Coulson fighting someone else, raising his voice to will Bobbi to get up, and, surprisingly distantly, May and Hunter shouting and fighting even more men.

How many were there? Fitz wondered quickly.

But he didn't have time to wonder for long. The man was at Simmons side, gun out. She tried to punch him but he blocked her fist and twisted, making her cry out in pain.

"Let her go!" Fitz cried, racing forward again.

The man moved the gun back in his fist and started swinging it forward, toward her temple, when Fitz wrapped his arms around his neck. The butt of the gun struck Jemma on the head and she crumpled to the ground, but Fitz's momentum sent the attacker down as well.

Jemma was still conscious, but barely. Fitz could tell she was thoroughly stunned. Everyone else was fighting or knocked out. It was up to him to protect Skye and Jemma.

He reached for the ICER that had dropped from Jemma's grip, thinking that it must have recharged in the eternity since it had been fired…

And felt the man's fist smash against his face, bright stars popping before his eyes as he stumbled back.

"Damn shrimp." The man said, standing up again. "Stay out of this." He walked up to Fitz and kicked him in the stomach, sending a gasping Fitz back into the car, where he slid to the ground, now seeing black.

It took a minute for him to see clearly again. Shots were still being fired all around him, and the man was apparently deciding which of the girls to take. He was just starting to walk with Skye once more in his arms when Fitz stood, bracing himself against the car.

"You can't take her." He said. And he ran forward again, knowing very well how badly his attack could go, but also knowing it was all he could do. He tackled the man from behind, making him stumble and loosen his grip on Skye.

"Fitz." Jemma said weakly.

He didn't dare look away. He saw the man set Skye down again and turn to face him. "You're gonna be really sorry you got up, kid."

"Move." Jemma said.

Again he didn't look back.

"Move!" she said again, louder this time. He risked a quick glance over his shoulder and saw her standing extremely shakily, pointing the ICER in his direction – and understood. He jumped to his right and Jemma fired the ICER again. The only problem? The man had already moved, staying with Fitz and swinging a fist at him. The fist connected with Fitz's head and he sank to his knees, unable to stand anymore. He could barely stay on his knees. The back of his head, the front of his head, every part of him ached. He heard Jemma fall behind him, and saw the man standing in front of him walk over to talk to another person; a woman.

"Should we take all of them?" he asked her.

"He wants Skye." The woman responded. "That's the one that'll hurt Coulson the most."

There was another shot, much closer this time. "Grab her and get out of here!" the woman cried, ducking for cover. "They're beating us!"

Fitz used his last surge of energy to crawl over to Skye, pushing her as far away from him as he could. Then he saw Coulson come from around the car, gun ready. "They want Skye." He said quickly, quietly. "Hide her."

Coulson hesitated for a second, obviously thinking of just fighting, then nodded and picked her up, running back to the building and hiding just inside the open doorway.

Then the man turned and walked back to Fitz, whose vision was going in and out.

"Where is she?" he asked in a deathly growl.

"Who?" Fitz asked.

The man really did growl at him this time. "I'll take the other one then."

Panic shot through Fitz and cleared his foggy head, if only for a moment. "NO!" he cried, lunging and grabbing the man's leg.

The man kicked him aside and then paused. "You are a fighter, aren't you." He said. He seemed to make a split second decision. He sent a shot straight into the air and waited. Fifteen seconds later a van came speeding into sight, stopping alongside them and opening a side door. "We're taking him." The man said as another man jumped out.

"I thought he wanted one of the girls." The other man said.

"Just grab him!" the man snapped. "He'll work just as well as either of them; he's got spirit. Besides," Fitz heard him say to himself, "we don't have time to take both of them."

"We might if you helped." The other man said under his breath as he grabbed Fitz's arms.

Fitz felt himself being dragged towards the car, saw the strong arms that lifted him and threw him inside. He saw the man get in after him and settle his feet near Fitz's face. Fitz looked out the open door at the empty S.H.I.E.L.D. vehicle, and Jemma lying on the ground a few feet away, limp. He saw Coulson start running towards the vehicle he was in, and then everything vanished from sight as the door slammed shut with a whoosh of air. They were moving, speeding away from his team…

"Are you sure the boss won't be mad?" he heard.

The man he had fought with answered. "He'll get over it." He said. "Maybe this guy isn't like a daughter to Coulson, but he still cares about him. Did you see him running after us? He was pissed."

Quiet for a second.

"Nah, we made the right choice with this one. Doc'll be pleased."

If they talked more, Fitz didn't know. After that he couldn't fight it anymore.

He lost consciousness.


	3. Chapter 3

**A/N: Here's chapter three! Now we're getting to the good stuff. Tell me what you think!**

"I need you to tell me exactly what happened." Coulson said.

Jemma blinked slowly and stood up, looking around. Bobbi was being looked after by Hunter; she had been knocked out by one of the attackers, fighting one in the front while another snuck up behind her. May was tending to Skye, who was trying to stand and being held back by the senior agent.

She shook her head and focused on remembering. She would take care of her teammates after. "They came from behind the car, sir. One went for each of us. I used the ICER on one, and then you shot another one. While that was happening the third must have knocked out Skye, because a moment later he came out with her in his arms. There was a struggle." She said, trying to remember exact details. "Fitz kept trying to get the man to leave us alone. The man," she swallowed. "The man said he needed either me or Skye, it didn't matter which. Then he struck me with his gun, and everything's fuzzy after that."

Coulson gave the smallest of nods. "So this wasn't just an ambush. It was a planned kidnapping."

"Why did they take Fitz?" she asked him.

He looked out at the empty road, as if seeing the vehicle still pulling away. "I don't know." He said. "From what you've told me he wasn't their target."

"Do you-." She stopped for a moment. "Do you think they'll hurt him?"

Coulson hesitated, and she could see he was torn. "I honestly don't know, Jemma." He said quietly. "But knowing HYDRA, I can't see them doing anything good."

* * *

"C'mon Doc. I know he wasn't the one you wanted, but I swear he's the one you need."

"What gives you the right to decide what I need? What HYDRA needs?" Doc demanded.

"Jeez, Doc. He's got spirit. I don't think it matters that much. Any one from Coulson's team would be followed. They're all so sappy and family-oriented."

A pause. "Maybe you're right." Doc said. "And we don't know how the serum would affect the opposite sex… we should stay as close to the original experiment as possible. Alright. This one will work."

"I told you he was the one we needed."

"Tell me that after he becomes our super soldier."

* * *

"Why am I here?" Fitz asked.

The man looked at him. "You're my latest experiment, Mr. Fitz."

"Why did you want Skye?" he demanded.

"Oh, don't worry. We're over her now. You'll work just as well. And what a bright mind you have! I don't know why I didn't think of you in the first place!"

Fitz tried to keep his face clear while realizing that the man he was talking to was mad. It was very hard.

He was strapped to a hard, straight-backed chair, ropes binding his wrists together behind him and to the chair, and keeping his ankles locked against each other. He had just woken up, and wanted to get information.

"What are you planning?" he asked.

"Very straightforward. I appreciate that." The man smiled. "Do you know about Captain America?"

Different conclusions leapt to his mind as he tried to guess what the man wanted with him.

The man continued. "You're going to be HYDRA's super soldier, Mr. Fitz. Much like Captain America. I've spent my life trying to formulate the super soldier serum, and now I finally have."

"What?"

Fitz's expression of pure shock and horror must have seemed funny to the man, because he laughed. "Yes, Mr. Fitz, I know. You thought the serum was lost forever after it was used on Steve Rogers. You were half right. I found a trace of the formula, and spent years analyzing it and trying to replicate it precisely. A few weeks ago, I found one combination that worked. So now it's time to use it."

"But why now?" Fitz asked.

"To save HYDRA!" the man said loudly. "My boy, that is exactly why I'm doing this. You will save HYRDA."

"Good luck with that." Fitz muttered. Why would HYDRA need saving? It was too strong already.

He was confident his team would find him soon, and they would destroy the formula the scientist had made. Captain America was a wonderful man, someone the serum had really helped. But the serum was too strong for others. No one else was ever supposed to use it.

"Let's get started, shall we?" the man said.

"Wait!" Fitz said. He struggled to come up with a question to delay the man. "How do you know the serum you've made is safe?"

"Don't worry." He said, walking behind Fitz's chair and dragging him across the floor. "You will be just fine. Better than ever, in fact."

The cockiness he had been feeling faded, replaced by a wave of fear. The man was serious. He was going to use the serum on Fitz.

Then Fitz had a moment of enlightenment. The man had forgotten that the serum would make Fitz strong, but not obedient. Once the procedure was done, if it worked, Fitz could fight his way out. The man's plan would have been for nothing.

It gave him a small sense of comfort as the man and another man forced him from the chair onto a flat lab table. He tried to look as scared as possible; it wasn't all a farce.

Thick straps were tightened across his chest and arms and legs. The man hesitated as he considered putting another strap around Fitz's head, but decided against it.

"I'm not going to lie to you Mr. Fitz." The first man said. "This will not be pleasant."

Fitz didn't respond.

The first man walked over to a machine Fitz hadn't noticed before, and the second moved mechanical arms closer to Fitz's body. He placed them next to Fitz's limbs, four in all. Then he pulled a fifth arm from a second machine over and placed it near Fitz's shoulder; actually, right over his heart.

"Here we go." The first man said. He typed on his computer and pressed a switch on the machine, which made needles appear from the mechanical arms. They hovered threateningly above Fitz for a second before the man pressed another key, and then they were pushed into his skin.

Immediately hot liquid coursed its way through his body, traveling in his veins. Immediately Fitz gasped as he felt its trail.

The needle straight over his heart? That one took a moment to release, but when it did, Fitz almost forgot about the trail of fire in his veins.

He was too busy screaming at the explosion taking place in his heart.


	4. Chapter 4

Pain. Pain beyond anything he had ever endured, constant and un-abating. It was all over his body, in every part of his being from his chest down.

Torture. Torment.

 _Agony._

The man called Fitz didn't exist anymore. There was only a creature that looked like him, filled with thought-stopping fire. And everywhere the fire moved it changed him.

Screams tore from Fitz's lips as the serum burned through his body, scorching his veins and attacking his muscles. He felt himself growing stronger, faster than a human body should. His muscles tore and reconnected, expanding. His heart was hammering madly in his chest, circulating the serum quickly and efficiently; his heart itself was getting stronger, the serum administered directly to it the only reason it was still functioning with all the stress his body was currently putting on it.

Fitz didn't know how long the process lasted. At first it was blind pain, the only thing he was able to think of the burning (when he could think) and the only thing he could do scream. Then he managed to bite his lip and merely grunt and gasp, his body convulsing on the table. He understood why he had been strapped down. If he hadn't he would most certainly end up on the floor.

When the fire had burned out and his body started cooling down, he leaned back against the table and closed his eyes, breathing heavily. He was covered in a sheen of cooling sweat, his muscles twinge-ing uncomfortably. It didn't feel like his body anymore. He tasted blood from where he had bitten his lip to hold in the screams.

"It worked." He heard someone say.

They were quiet again, and when Fitz opened his eyes a few moments later he saw the two men watching him. He had to act soon, before they knew what was happening. Just another minute to get the feel for his new strength and –

"If you're thinking of trying to escape, I wouldn't." the first man said.

Fitz stopped an instant before moving and looked at the man, startled.

He laughed. "Oh yes, I know you're now strong enough to fight your way out. You think you have no reason to listen to me. But you do." He turned to the other man. "Do it."

"What?" Fitz asked.

"We have agents following your team, Mr. Fitz. With one call they can kill someone."

Are they bluffing? Fitz thought. It was probable that they were, but what if they were telling the truth? He'd never been one for unplanned action.

"Start with the girl. The scientist."

"NO!" Fitz yelled, pushing himself up and ripping through one of his bonds. He struggled to stay in his place so the men wouldn't act. "Stop!" he glared at the man, breathing heavily. "I'll do what you say."

"Stay close, Archie, but tell them to stand down. If Mr. Fitz acts accordingly, our men should be gone very soon."

Fitz hated these men. They knew exactly how to make him do what they wanted. He had to keep Jemma safe. If there was even a slight chance the man was telling the truth, and they had men positioned to kill her, he couldn't risk it.

"Slowly get up and walk to the door." The man said.

"Why don't we just do it here?" Archie asked.

"We don't have the materials we need."

"What materials would those be?" Fitz asked.

"You'll see."

* * *

Walking, Fitz noticed how different his body was. He had been somewhat strong before, but that was nothing compared to his strength now. His legs were heavier as he lifted them to step. His shoulders were broader, his arms wider. He felt the strength, and was worried it would get the better of him. There was an impulse he hadn't felt before, to test his new abilities blindly and rid some of the pent up energy inside him. He had been exhausted immediately after the transformation, but for some reason that feeling was gone now. He felt like he could run miles.

They led Fitz to a room down the hall. It looked about the same size as the lab they had just been in, but that was where the similarities ended. That room had looked empty, relatively nonthreatening. This one had four computer stations and a chair in the middle, connected to a huge generator that stood behind it.

"Welcome to the Alteration Room, Mr. Fitz."

Fitz swallowed. Whatever they planned on doing to him next, it was not good.

"Please, sit."

He was shoved forward and sat reluctantly. Archie walked up and strapped his arms down, bringing a strong band over Fitz's forehead that forced him to stay in the same position. Fitz tested it subtly, seeing how strong the bindings were. If he tried he could get out of them pretty easily.

Then the first man walked in front of him and turned on the large screen that took up most of the wall. Fitz hadn't noticed it before.

"This room was repurposed." He said. "We used to use electricity to wipe a person's memories and make them obedient, but that's proven to be too unstable. Now we have a better method. One we like to call Compliance." He walked over to one of the computers and started typing something. "Now make sure to keep your eyes on the screen Mr. Fitz. Otherwise we'll force you to."

It was very hard to listen when for the first time in his life, Fitz could use brute strength to get out of a problem. But he managed.

* * *

The screen was bright blue, with a fluctuating pattern. They kept reminding him to stay focused on it and listen to the first man's voice. Fitz knew what they were doing. He would become a slave like Agent 33.

But he let it happen, because whenever he started to fight it he pictured Jemma, and the danger she would be in if he tried to fight.

It was impossible not to let it happen, he realized. It could take longer for some, but even May couldn't have done it.

After trying to let the words slip over him, he felt himself focusing on them. That, with the combination of the blue screen, had the intended effect. He felt his memories slipping away, his allegiances and emotions. His identity.

"Compliance will be rewarded." The man said after some time.

"Are you ready to do what we say, Mr. Fitz?" he asked, walking in front of him.

He looked at the man with blank eyes. "Happy to comply."

* * *

The man introduced himself as Dr. Nast. The other man, Archie, called him Doc. They led Fitz out of the room he was in and to another, with a bed. More accurately, they carried him to another room; his legs didn't seem to work, and he was barely able to keep his eyes open.

"Why didn't we make him comply before he got so heavy?" Archie asked.

"The transformation could have snapped him out of it; any truly stressful situation could. This way we know we're safe." He looked at Fitz, whose eyes were half closed. "He won't even remember most of it this way."

They brought him into a room and set him on a bed.

"Sleep." Doc said. "You've earned it."

"When do we get started?" he asked, barely awake but fighting his exhaustion.

Doc smiled. "Once you're rested." He said. "Then we'll talk."

 **A/N: Hey guys! Hope you liked this chapter! Did you see the reference to the Winter Soldier? I thought about making Fitz obedient that way, but decided against it. Compliance seemed better.**

 **Thanks for all your support so far, and keep it up! Favorite/follow/review please!**


	5. Chapter 5

**A/N: Hey guys! Here's chapter 5! Enjoy, and leave me a review!**

He awoke feeling refreshed, his mind clear of stress and worry. He had to talk to Dr. Nast. There was something special for him to do.

He walked out of the room and down the hall. It took him a minute to realize he didn't know where he was going. Luckily, Archie was sitting in a chair in the hallway. He looked up when he heard Fitz.

"You're up." He said. "Good. Doc wants to see you."

He led Fitz down the hall and to a lab, with many computers. Dr. Nast was standing by the main interface, his back to the door. When Archie cleared his throat he turned. "Mr. Fitz!" he said. "How are you feeling?"

"Like I'm ready to serve." He said.

Dr. Nast laughed. "Of course, my boy. Your mission is very simple: you need to help us rebuild HYDRA. You need to break a few people out of S.H.I.E.L.D.'s custody first. Once you've done that we'll see what we need to do."

"Who do we need?"

Dr. Nast looked at Archie. "I love how focused he is. You made a fine choice." He looked back at Fitz. "The first person is an old colleague of mine, Dr. Erin Brown. She is extremely intelligent, but S.H.I.E.L.D. considered her too radical and unstable, so they locked her up. I believe she hates them enough now to join us, and we can certainly use her skills."

"Where is she?" Fitz asked.

"Now, now." Dr. Nast said. "First we need to get you a uniform, and go over some procedures. I can't have you going in blind! Do you even know how to fight?"

"Yes!" Fitz said defensively. "I just… never had to much, I guess."

"That's why Archie is here. He'll teach you everything you need to now. Learn from him for a few days, and then go and find Erin. I want this to go smoothly."

"Yes sir." Fitz said.

* * *

It was the day after Fitz's kidnapping, and Coulson's team still had no idea where he had been taken, or why.

Jemma had been working in the lab nonstop, analyzing the metal Fitz had found right before the shooting started for fingerprints or origin. Anything that might help her identify where it came from. But she found nothing.

Skye had been searching the nets right by her side, looking for subtle mentions of HYDRA activity they might have missed in the past few days.

And Coulson was checking with all of his agents in the area, finding out what they had seen or heard.

But by midday it was clear there was nothing to be found.

"I hate this." Skye said, forcefully shutting her laptop. "Why did they take him? They wanted me."

"Fitz wouldn't let that happen." Jemma said. "He protected us."

"I know." Skye said, her anger fading. "I just want him back."

"He'll come back." Jemma said, placing a hand on Skye's shoulder. She put on a brave face, despite the fear she felt. "It's Fitz."

* * *

Archie trained him, teaching him more moves than Fitz could have imagined. With his strength it didn't take him long to learn them, and even less to master them. Once he learned basic forms and moves Archie showed him some weapons. All of that basic training took a few days.

The rest of the week was spent sparring and running simulations. Fitz would be on his own for some of his missions, for maximum stealth and speed.

He would be fine. He actually preferred to do it on his own. After sparring with Archie and the few others on the base, he realized how easy it was to beat them. They would only slow him down, though for his first mission and other important ones, he would lead a team.

It was best if he worked alone, but he would act as Doc wished.

"Doc says you're good to go once we finish here." Archie said one day. "He'll debrief you and give you your outfit."

"I have an outfit?" Fitz asked.

"Yeah, I know. It sounds lame."

"I'll do whatever Doc tells me to." Fitz said. "I just want to get going."

Archie picked up a metal pipe. "Got to beat me first, kid."

Fitz ran towards him, empty handed. Archie raised the pipe and started swinging it down, but Fitz grabbed it before it hit him, stopping it. Then he wrenched it out of Archie's grip and threw it aside, grabbing Archie by the collar.

"Beat you." Fitz said.

"Alright, alright." Archie said, backing up. "Just remember to actually finish the job when you're on a mission. You don't have to kill if you don't want to, but make sure people stay out of the way."

"Got it." Fitz said.

"Now let's go see Doc."

* * *

"You're our symbol of hope, Mr. Fitz." Doc said once they found him. "For now you're our secret weapon. We'll let your name become known by your actions."

"I'm ready." Fitz said.

"Yes, you are." Doc said, turning to look at him. His eyes gleamed as he saw the confident look on the younger man's face. The hesitant scientist he had first met was gone, though his intellect and spirit remained. The man who stood before him now was at least twice as strong, with perfect obedience. And no memories of his old life. Making him the perfect weapon.

The only drawback was the serum that had been used on him. Doc had told his assistant Helen that he had replicated the super-soldier serum almost perfectly, but he had been exaggerating a bit. His serum wasn't permanent like the original. His would wear off eventually, and need to be injected again.

But that wouldn't be for weeks, possibly months. He had time to keep working, to perfect the serum. And while he worked on that, his super soldier would start rebuilding HYDRA.

The new HYDRA, for a new age.

The old HYDRA may have risen to power again, but it was only a matter of time before that one fell. It was too greedy.

Dr. Nast had seen many organizations rise and fall in his life. He knew what not to do. The HYDRA under Whitehall didn't.

So he and Archie were preparing for its downfall. And they would be ready to take up the mantle when it did.

* * *

"How does your uniform fit?" Doc asked.

Fitz stepped out from behind the changing screen, looking at himself. His uniform consisted of a flexible, breathable black material that also served as armor. It was two pieces, pants and a long sleeved top, and he wore a black belt in the middle. Black combat boots framed his feet, and a black mask covered his head, except for his eyes and mouth. The really interesting part of his uniform wasn't the material though, or the color. It was the red designs on the material that drew his attention. The logo of the HYDRA skull, flickering like fire across his chest.

"This'll get their attention." Fitz said matter-of-factly.

"It's a bit dark, but yes, it should make our point."

"The color will help with stealth." Fitz said.

"Always thinking!" Doc said with a smile. "Now the final piece before you can leave. You need a signature weapon."

"It needs to be efficient."

"You can make anything efficient." Archie said, walking in. He inspected Fitz. "You look like a ray of sunshine."

Fitz didn't react, but Doc smiled for a second.

"Seriously, Doc, the kid can make anything work."

"Then choose whatever you like." Doc said to Fitz. "You're the one who has to use it."


	6. Chapter 6

**A/N: Hey guys! Here's the next chapter! I hope you like it. Please leave me a review!**

An hour later the car pulled out of the base. Archie drove, and Fitz sat in the passenger seat next to him, three more men behind them. It was a small squad, but with only one target in their recovery mission, Dr. Nast thought five men were all that was needed. Especially with Fitz being one of those men.

The site Erin Brown was being kept in was a little less than an hour away from the HYDRA base. It was one of S.H.I.E.L.D.'s smallest holding facilities, with ten members considered too unstable to be left unguarded but not problematic enough to be put in regular prisons. They hadn't committed serious crimes; not before they had been captured, at least.

Since S.H.I.E.L.D. had collapsed, smaller sites like this had been given limited attention. Director Coulson had spread his forces as effectively as he could given his lack of manpower, so this base was supposed to have only one or two guards in addition to the care specialists.

When they pulled up to the site Fitz turned to look at the men seated behind him. "Our mission is to retrieve Dr. Erin Hunter. Avoid casualties, but do not let yourself be caught."

Archie turned to look at them as well. "Make it quick, and follow Fitz's lead."

The men nodded their understanding, and Fitz got out of the car, adjusting the weapons on his back. The men lined up behind him, and on his signal approached the underground site at a jog. A woman appeared from the doorway of the facility, holding a gun and aiming it towards them.

"Stop!" she yelled.

"Go!" Fitz said.

They closed the distance between themselves and the S.H.I.E.L.D. agent quickly, before she could shoot. When they got closer and she saw Fitz, her eyes widened and her grip on the gun faltered.

Fitz didn't hesitate, taking his shield off of his back and knocking it against her. The agent fell to the ground with a groan, her eyes fluttering.

"Make sure she doesn't follow us." Fitz said to one of his men. Then he walked into the facility.

* * *

It was dark in the holding facility. It had been built underground to avoid detection; Dr. Nast had told Fitz there used to be extremely high-priority people kept there, but not anymore.

Immediately after entering and going down the stairs was a sparsely lit corridor. The second guard was stationed in the middle of it, and by the time Fitz got down the stairs he was face to face with him. The guard raised his weapon and thrust it down, but Fitz blocked it with his shield and grabbed the blunt object. Another bash from his shield took care of that guard, and Fitz walked confidently down the corridor.

The rooms they passed were only just able to be called rooms instead of cells. They had the same beds as prisons, and thick metal doors that only opened with a key. There was a small shelf in every room, some of which had books on them. And almost every room had a tv.

They found her room in the middle of the second corridor, the one that veered off to the right. Fitz waited while the man he had sent to retrieve a key got it out and unlocked the door, and then he stepped inside. "Dr. Brown?" he asked.

A woman with long, extremely frizzy brown hair looked up, seated on the bed. Her gaze seemed unfocused. "Meal time?" she asked.

"We're here to take you away. To see Dr. Nast."

"Nast?" Understanding flooded her gaze as she looked at Fitz. "I see."

"We need to leave." Fitz said.

"It's about time." She said. "These people wouldn't let me do any of my experiments."

Fitz walked out first, her following, with his men on both sides of her and behind. They were rounding the corner to the original corridor when they saw the young man in a lab coat. Fitz felt the men behind him tense, but Fitz just walked forward, casting the man a look as he got closer. "Don't try it." He said darkly.

Fitz and his men walked past, and when Fitz looked back the man was gone. He stored his shield over his back again. He'd barely needed to use it.

They got into the car and Archie started driving. "That was quick." Archie said.

"I could've done it alone." Fitz said. "I don't know why Doc made me wait so long for such an easy mission."

"He'll be glad to hear how well you did." Archie said.

"We got Dr. Brown."

"Hey, try to smile. Maybe it was easy, but it was your first job. You did good, kid."

A smile tugged at Fitz's lips.

"There you go."

* * *

"So obviously you don't work with S.H.I.E.L.D." Dr. Brown said as they walked back into the base. "Are you HYDRA?"

"Yes, Erin."

She looked towards the voice and smiled. "Nast."

"I thought you'd been locked up too long, old friend." He said, walking over and embracing her. "It's good to see you."

"You've changed." She said.

"You haven't." he said with a smile. "Come, we should talk." He put an arm around her shoulders and started steering her towards the meeting room. "Well done, Fitz." He called over his shoulder. "We'll talk later."

* * *

About a week after Fitz had been taken, Coulson called a team meeting. He said he'd found something important, and to come to the op center immediately.

Jemma had been sitting in the lab, looking at that scrap of metal for the hundredth time when she got the message. She wasn't even seriously studying it. Her thoughts were roaming. Skye had been across the room, looking at a computer with unseeing eyes. She had been lost in thought too.

When they heard Coulson call the meeting, life seemed to flow back into them. Their eyes met and both stood. "Do you think…?" Skye asked.

"There's one way to find out." Jemma said.

They raced to the op center as quickly as they could. They were the first ones there.

"Have you found Fitz?" Jemma asked immediately.

"No." Coulson said.

Jemma looked at Skye and saw the disappointment she felt reflected in the other girl's eyes.

"Don't lose hope." Coulson said to them. "I haven't."

Then he was quiet, until everyone else was gathered around them. "I still have no idea where Fitz is, or why he was taken." He announced. "HYDRA has been quiet about that."

"Wouldn't they want to gloat about capturing someone from your team?" Bobbi asked.

"You'd think, but maybe they've gotten smarter." May said.

"Maybe it's not HYDRA at all." Hunter said.

"No, it has to be HYDRA." Skye said. "I saw the uniform of the guy who tried to take me."

"It's HYDRA." Coulson said decisively. "We don't have any news _directly_ relating to Fitz." He continued.

Jemma looked at him carefully. "Directly?"

"There's been some activity in some of our smaller holding facilities. Three, to be exact. In each facility one person was taken."

"What kind of people are kept there?" Trip asked.

"Dangerous people." Coulson said. "It's not a prison exactly, but the occupants' ideas or actions made S.H.I.E.L.D. set them apart from society, to protect other people. Most of the occupants are intelligent but radical."

"So S.H.I.E.L.D. locked up some crazies, and now they're being taken out." Skye said. "You said something really important was happening."

"The released occupants shouldn't pose too much of a threat. The reason their break-outs are important is the people responsible for them." Coulson clicked a remote and an image appeared in front of him. "The third facility they hit was the biggest, so it had security footage on the outside."

Stunned silence fell as everyone studied the picture.

"Is that…"

"It can't be."

"Coulson, what is that?" Skye asked.

Coulson spoke grimly, his gaze locked on the picture of a strong man dressed all in black, the HYDRA logo emblazoned on his chest and a shield over his back. "It seems like HYDRA's made a super soldier."

* * *

Fitz made another break-out trip that day, and one more in the early hours of the following day. Dr. Nast now had an effective team of scientists behind him, working on projects Fitz didn't need to know about.

Now that his colleagues had been freed, Dr. Nast said Fitz could have bigger jobs, retrieving multiple people and pieces of technology.

They needed to start expanding their HYDRA (the real one), and that meant more agents. So Fitz's next mission was a large breakout of one of S.H.I.E.L.D.'s most guarded prisons. Doc figured that these people would be easy to convert to HYDRA. Some of them had even been HYDRA, and since Whitehall hadn't even tried to break them out, their loyalties could transfer to Dr. Nast without much difficulty.

This was the mission where Fitz would make a name for himself. Dr. Nast told him he would be spotted. He would be caught on camera, and the Director of S.H.I.E.L.D. would hear of what he had done.

Fitz would stand tall in front of those cameras, HYDRA skull burning on his chest and shield. He would send the message to S.H.I.E.L.D. and Whitehall that their time was running out.

The new HYDRA was growing.


	7. Chapter 7

**A/N: Hey guys! I am SO sorry about the delay in updating! I can't believe how quickly the end of summer has gone by! I tried to post this chapter a few days ago, but for some reason I couldn't log into my account. I don't know what it was, but everything's good now, so here's the next chapter! Enjoy!**

In the three jailbreaks he had done, Fitz hadn't killed anyone. He hadn't needed to. He hoped he wouldn't have to kill anyone in this next, big raid. He didn't really want to.

"Sometimes you must kill." Doc said as Fitz chose his gear. "You might have to in this mission."

Archie took him aside after Doc told him this.

"Listen kid. I know you'll do whatever Doc asks, but don't be completely mindless. If you don't wanna kill, use a stun gun or something. It's not as final, but it gets the point across."

"Alright." Fitz said. He was happy to know Archie understood him. Fitz would do whatever Dr. Nast needed him to. He felt obligated to him, though he didn't know why. But he felt like killing was wrong. You didn't need to kill to have power, and power was their goal. At least, that was how Fitz understood it.

He knew there would be many obstacles, so he didn't just carry his signature shield with him. He also strapped a weapon like a gun to his back, a weapon that fired rays to knock out everyone they touched.

"This seems familiar." He murmured as he picked it up.

"Because everyone uses those things. When Whitehall's feeling nice he lets his men use them instead of real guns. Doc found the design and improved it." Archie said. "It has a general feel to it; not too heavy or light." He looked around and whispered to Fitz with a conspiratorial wink, "I hear Whitehall stole the original design from S.H.I.E.L.D. Hit 'em where it hurts, right?"

Fitz nodded, Archie's comments clearing his head. "It'll work."

"That gun you have will do better than work. It'll hit multiple targets at once at a farther distance than your shield, and doesn't need to recharge."

"Then I guess it's perfect."

"Damn right." Archie said, picking up a weapon identical to Fitz's. "Now let's go bust some people out of jail."

* * *

Fitz went on autopilot during their jailbreak. He led the force with his shield out, and when they got to the blockade of S.H.I.E.L.D. agents at the doors he pulled out his stun gun, dropping multiple targets at once.

It was exhilarating, but he kept his mind focused. Archie stood immediately behind him, offering encouragement when needed and keeping their men's spirits up as Fitz calculated the best course of action.

There were thirty men imprisoned in the facility. Not all of them would work for HYDRA, but most would. So in the final push for access to the prisoners, Fitz raised his shield above his head and cried "HYDRA!"

His men echoed his cry, and Fitz saw movement start in the cells ahead of them. The loyal prisoners were starting to fight even harder to escape to their HYDRA rescuers. The S.H.I.E.L.D. agents were quickly overcome by the force led by Fitz, and the prisoners struck out at any guard unlucky enough to step near them. It was over in minutes.

Then Fitz ordered the doors unlocked and thrown open, and instructed Archie to stay behind while their numbers (more than doubled with all the prisoners) streamed out of the facility. He looked up at a surveillance camera and put his shield across his back.

"Hail HYDRA." He said to it.

Archie nodded, and they ran out, back to the buses they had brought with them.

"That was great!" he said once they were driving away.

"I've never felt so powerful." Fitz said. "I thought it would be hard to lead the others, but it's not."

"I knew you had it in you." Archie said. "Never doubted it for a second."

"Thanks." Fitz said.

"Let's just keep up the good work."

"Think the Director will like my message?"

Archie smirked. "I know Doc will."

* * *

"We need to see if there's a pattern to the raids." Coulson said.

"With only three sites that'll be pretty hard." Skye said.

"Maybe the pattern is the people they broke out." Jemma said. "All scientists, right?"

Coulson looked at the files projected in front of him and then nodded. "Yes."

"Do they have anything else in common?"

"Other than the fact that they're smart, unstable, and until recently incarcerated?" Skye asked.

"Stay focused." Coulson said, an authoritative tone creeping into his voice. He sighed. "So they're all scientists. Why does HYDRA need more scientists?"

They all thought for a minute.

"I have absolutely no idea." Jemma said.

"We need something new." Skye said.

"Something like an attack on a larger facility?" Coulson asked, looking at his tablet.

Jemma and Skye looked at him, their mouths open.

"There's been another breakout." He said. "All the prisoners are gone."

"So they're not going for scientists anymore." Skye said.

"Now they're just going after people." Jemma said.

"They're building up their ranks." Coulson said. "That's my guess. But why… that's what I still don't have a clue on."

"So what do we do now, sir?" Jemma asked.

"We study up on our holding facilities and plan a stake out." He said. "Let's tell the others what we know."

Skye smiled. "Finally."

* * *

Once everyone was gathered in the op center, Coulson pulled up the surveillance video of the attack on the prison facility. They watched with little comment.

"We had more guards than they did people, and they beat us in no time." Trip said.

"It's their super soldier." May said. "He's powerful, and just the fact that he's leading the charge gives the followers more spirit and strength."

Coulson watched the end of the tape again, with the super soldier calmly replacing his shield and pronouncing Hail HYDRA before walking away.

"They're mocking us." He said.

"Could you play that again?" Jemma asked.

Coulson did as requested. Jemma focused on listening. She thought that voice sounded familiar; very familiar, like… Fitz. But she shook her head and pushed the thought away. She was so desperate for a clue as to his whereabouts that she was imagining things.

It was understandable. She was overtired.

She needed sleep.

She hadn't slept well since he had been taken.

Looking around, everyone needed sleep, but most noticeably Director Coulson. Jemma guessed he had been staying up late every night to search for information about Fitz. It sent a burst of affection through her.

"I think HYDRA is recruiting men." Coulson said. "By freeing S.H.I.E.L.D. prisoners, they don't have much convincing to do to turn them HYDRA."

"So what sort of places do you think they might strike next?" Hunter asked.

"The four events have all been within a four hour radius, and there are only two other facilities that close to us. One houses eight people."

"It's pretty safe to bet they won't worry about that one, then, right?" Bobbi asked.

"Unless they want more scientists. We have no idea what their goal is, so I want you, Hunter, and Skye to go there."

"What was the other facility?" Trip asked.

"A penitentiary for very violent people." Coulson said. "I'm going there with May and Trip."

"Is that enough? Someone else should go with you." Bobbi said.

"I want the three of you to cover the smaller one. A smaller facility means that if they strike there, the attack will be well-coordinated, and we have practically no defense. You'll need three people."

"I'll go." Jemma said.

Silence.

"Jemma, you're not -."

"I may not be the best person with a weapon, but I can work technology well enough, and you might need me if someone gets hurt."

"Still -."

"You saw the last video. They needed a doctor. What if the same happens at this penitentiary?" Jemma looked Coulson in the eyes, willing him to understand her need to help. She had to strike out at HYDRA, because they were the ones who took Fitz. She had to do something, even if it didn't directly help him.

"I understand why you want to come, but I don't think it's a good idea." Coulson finally said.

Jemma looked down, breathing in slowly.

"Can you program your drones to attack?" May asked.

Jemma looked back up, startled. "Yes." She said.

"Then I think she should come." She said to Coulson.

They shared a look, and then Coulson nodded. "Alright. We need to assume they'll strike soon, so we'll move out in two hours. That should give us plenty of time to plan our defenses and prepare."

The meeting ended, and Coulson asked Bobbi, Skye, and Jemma to stay behind for a moment.

"Skye, I know May's been training you, but listen to Bobbi's advice." Coulson said. "Bobbi, show her close combat moves. Prepare her."

"I'm ready for this Coulson." Skye said.

"I know." He said, looking at her with complete sincerity. "I just need to make sure."

He didn't say anything else, so they walked out. Coulson turned to Jemma. "I don't want you in the fighting." He said. "I don't even want you in the facility, but I know why you have to be."

"Thank you sir." She said.

"How are you programming the drones?"

"I'm going to equip them with the dendro-toxins we use in the ICERs. Then I can remotely operate them and take down enemies."

"Good. We'll find a place for you to operate them once we get there, as far from the fighting as we can."

She smiled her thanks and then walked out. Coulson silently swore that she would see no direct action; he had to keep everyone else safe. That was why Skye was at the smaller facility. If he could get away with it he would send Jemma there too, but he knew the attack would be on the penitentiary.

Once she was gone Coulson sighed, and a moment later May walked in.

"You really think it's smart to let her come?" he asked with his back turned.

"Bobbi is right about needing another person. Simmons can help if she's focused enough."

"And with Fitz gone, she's found the focus she needs." He said. He turned around. "I just don't like it. I don't like sending Skye to the smaller facility, and she's trained with you. Simmons hasn't had any of that experience."

"We face threats like this all the time." May reminded him.

"I know. It just seems like now they're really hitting close to home."

"That's because they are." May said. "But we need to treat it like any other mission because of that. If we focus on how personal this could be-."

"We'll start to fall apart." Coulson said. He smiled. "I needed that."

"Everything will work out, Phil." She said as she walked out. "Wheels up in two hours."


	8. Chapter 8

**A/N: Hey guys! Sorry this update has taken so long! I've been busy writing some original stuff. So here's another chapter, and until next time!**

"This base is almost too small for all these people." Archie said as he and Fitz walked in the hallways. Seventy-five percent of the escaped prisoners had decided to join their HYDRA. It was weird for Fitz, seeing the hallways he'd grown used to being silent filled with noisy men and women. Almost all of their rooms were filled. Gone were the days of quiet mealtimes and almost eerily quiet nights. Now mealtimes were filled with a healthy din, and movement could be heard at night as people walked to their rooms.

"Do we have a larger base we can move to?"

"I need to ask Doc about that."

Two women walked by, eyeing Fitz as they did.

"Everyone here knows who you are." Archie said. "Especially the ladies."

"Everyone's supposed to know who I am." Fitz said. "I'm the symbol of hope, remember?"

Archie cracked a smile. "Don't get too full of yourself, kid. I'll need to knock some sense back into you."

Now Fitz smiled. "You could try."

They walked to the lab, where they found Dr. Nast in conversation with his assistant Helen, Dr. Brown, and the other two scientists Fitz had rescued (on his own), Dr. Peters and Dr. Drake. "Keep working on this." Dr. Nast said when he saw Archie and Fitz. "I'll be back shortly."

He walked over to Archie and Fitz. "What do you need?"

"Doc, do we have another facility we can use?" Archie asked.

"Don't worry about that. Early this morning I sent out some of our men to start preparing it. After this next jailbreak we'll need a larger base."

"I knew Doc would have it covered." Archie said to Fitz.

"How large do we need to be?" Fitz asked.

"Our next jailbreak should give us at least thirty new members, which will give us roughly sixty men. S.H.I.E.L.D. is weak right now. If we launch attacks on smaller bases with that force, we should be fine, but I want to have no risk of loss."

"So after this raid we'll need to travel to make our attacks."

"Yes." Doc said. "We need a lot more men if we're going to take over Whitehall's HYDRA. Though you're like a small army alone, Fitz."

"Thank you sir." He said. "Just one more question."

"Let me guess." Archie said. "When's the next jailbreak?"

"I'm sure S.H.I.E.L.D. has realized that we're operating in this general area, and that there are two more bases around us. They'll be expecting us to go to one of them, so they'll have more guards."

"So we should leave sooner rather than later." Fitz said.

"Strategy-wise, yes." Doc said. "But I don't want to just rely on strategy. I want to complete our attack any time we want. I want to rub it in S.H.I.E.L.D.'s face as we take their men from right under their noses."

Fitz nodded. He understood what Doc was saying, though he wished the man would tell him when the mission would take place. For his own sanity.

"Just relax, Fitz." Doc said. "We'll go in a few hours."

* * *

Jemma reprogrammed the D.W.A.R.F. drones and took two with her. She could only pilot one at a time, but if she set them to fire automatically they could hit S.H.I.E.L.D. agents instead of HYDRA. She chose to take Grumpy as her main fighter, with Sleepy as the backup. She equipped her chosen dwarves with a small camera and connected them to her tablet. She also grabbed an ICER and put it in her bag; better safe than sorry.

She knew that she was going into a dangerous situation. She was realizing that she was terrified.

But she had to go. She had to do something, because here, where it was safe, she couldn't do anything. And that was worse than the fear.

Once she was packed she went to find Skye, and found her in the first place she thought to look: the op center.

"Hey." She said.

Skye looked at her briefly before going back to punching the bag.

"I thought you might want to talk before we go." Jemma said.

"About what?" Skye asked, punctuating with a punch.

"We finally find a possible lead, and I haven't heard much from you."

"Because this isn't about Fitz." Skye said. She lowered her fists and turned to face Jemma. "Yeah it's great if we can bust HYDRA, but I don't really care about that right now."

"But this is the only thing we can _do_ right now."

"I guess so."

"Look at it this way." Jemma said. "We can question any HYDRA members we capture. We can ask them about Fitz, where he is and why they took him."

"Even if they know something, why would they tell us?"

Jemma met Skye's eyes, hiding nothing. "I'll make them tell us."

Skye studied her for a second before nodding, her face still straight. "I guess you never stopped thinking about him, then."

"Of course not." Jemma said softly, lightening her tone. "But we do have to be focused on the mission if we're going to safely capture them. Coulson was right when he said their forces are well-coordinated."

Skye walked over and hugged Jemma, only for a second and very lightly. "Thank you." She said.

Jemma nodded. "Be safe, alright?" she said, half-smiling.

Skye grinned and turned back to the punching bag, sending it reeling backward with one fist. "I'll be just fine."

* * *

The ride to the penitentiary was almost silent. It was just Jemma, May, Coulson, and Trip, and May was driving while Coulson sat next to her, looking at something. Trip tried to lighten the mood a bit by telling some jokes, but ultimately the silence pervaded.

When they got there, Jemma was surprised by its appearance. It looked like a typical prison, with large stone gray walls and solid wood doors.

"It looks so… ordinary." She said to Trip. "So old."

"Wait till you see the inside." Coulson said, noticing her apparent dismay at the sight.

She walked in and saw that the outside didn't give the building justice. It looked much larger on the inside, and not nearly as ancient in appearance. Immediately upon entering there was a large room, with two hallways extending to either side and a series of steps straight ahead.

"The prisoners are spread as far as possible from one another." Coulson said. "We'll set up guards in here, and right next to the cells as well."

A guard came up to them and stood up straight. "Director Coulson." He said. "We're ready to act on your orders."

"How many men are here?"

"Twenty, sir."

"Shouldn't there be at least one for each prisoner?" Jemma asked.

"Each prisoner arrived separately, with two armed guards as an escort. They're only let out two at a time. The worst of the worst are here, but they're under control." The guard said.

Coulson looked around. "Call all the men in here." He said to the guard. "We need to get into position. The attack could come at any time."

"Yes sir." He said, turning and heading down the stairs.

"It's not as many men as I thought." Coulson said.

"I don't like it." May said. "It doesn't seem like enough."

"What was the size of the HYDRA group last time?" Trip asked.

"At least ten, maybe more." May said. "But half of the prisoners probably joined them." She looked at the entrance. "I'm expecting a large force."

Jemma decided now was the time to speak. "I want to capture one."

Coulson looked back at her for a moment, thinking. "You want to ask them about Fitz." He realized.

She nodded, mouth set.

"It's a good idea. You can be sure we'll stun at least one."

"We should get Simmons set up." May said.

"I'll stay with her." Trip said. "She'll be safe with me."

"Hopefully she won't need to be protected." Coulson said. "But you can stay near her room. That way you're still fighting but close enough to help her if need be."

The guard came back with all the men behind him.

"I need every area of this penitentiary covered by a guard. Five head down each corridor," he said, pointing to the left and right. "Four go down the stairs."

"What's down the stairs?" Jemma whispered to Trip.

"There's gotta be more cells." He said. "Maybe they're for the most violent prisoners or something?"

"Something exactly like that." May said. "That's the section with the most built-in protection. That's why Coulson's sending less men down there."

"To your places." Coulson said. He nodded at May, and then looked at Trip. "Get Simmons situated down there. Drake will show you a safe place."

The man named Drake nodded at them and started leading them down the stairs.

"Be safe." Coulson said as everyone went to their positions.

Jemma walked behind Trip as they were led down the stairs, suddenly nervous. She tightened her grip on her bag.

"You'll be fine." Trip whispered to her.

"It's not just me I'm worried about." She whispered back.

"Girl, we've got the Cavalry on our side, and you've got me." Jemma smiled. "It's HYDRA who should be worried."

But they've got a super soldier, she thought.

"They won't think to check the supply closet." Drake said. "You can operate your drones from in there."

Jemma took a deep breath and looked at Trip. "See you in a bit." She said, a tight smile on her lips as she closed the door between them.

* * *

Skye, Bobbi, and Hunter arrived at the small S.H.I.E.L.D. facility quickly.

"Let's stay together; we'll hit anyone who comes in right away, hard." Bobbi said.

"You know no one's coming, right?" Skye said. She tried to keep the bitterness out of her voice, but failed.

"There's a slight chance they'll come here." Hunter said.

"It's not likely, but if they did come, and we weren't here?" Bobbi asked. "They would gain another scientist."

"I get that." Skye said. "I just want to be part of the action."

"We all do." Bobbi said. "But Coulson wants us here."


	9. Chapter 9

**A/N: Hey guys! Sorry it's been awhile. I've been writing original works, which takes up the time I usually use for fanfics. But I'll try to stay focused and get this story finished.**

 **Tonight is the season three premiere! I can't wait! It seemed fitting to make an update on the night the show returns.**

 **I hope you like this chapter!**

It took three hours, but finally Doc allowed Fitz to lead his force to the S.H.I.E.L.D. penitentiary. They took four buses (smaller), two completely empty to have room for the prisoners.

"They're probably waiting for us inside." Fitz said. "So we'll need to go in firing."

"Yes sir." Some of his men said.

"Then let's go."

On Fitz's nod Archie threw open the door, and three men went in ahead of Fitz, stun guns forward. They started firing as soon as they walked in, and Fitz fired his as well. Then he noticed something.

"There's no one here." One of his soldiers said.

Then Fitz detected movement in the corner of his eye. "They're hiding!" he cried.

The three men that had gone in before him were hit and fell to the floor. Fitz raised his shield to deflect a ray meant for him and heard someone groan. So they were spread throughout the room, he thought. He ran to his right and saw two figures crouched in the shadows of the hallway. He used his stun gun to take care of them.

"Take the right hall!" Fitz called out. His men, who had been waiting by the door for his orders, ran into the room. Some broke off and headed to the right. Fitz threw his shield to the opposite side of the large entry area and was startled when he saw a flash of light pass right in front of him. He looked to the source and found Archie nodding at him. I've got your back, he seemed to say.

Fitz silently thanked him and ran to retrieve his shield. By the time he did that the other S.H.I.E.L.D. agent in the corner (the one he hadn't hit with his shield) had been taken care of by one of Fitz's men.

He waited for a second, looking out for more agents, and then looked back at his people. "They're waiting for us to make a move." Fitz said. "But we have the advantage in numbers. Approach carefu-." He gasped as he saw two more of his people crumple to the ground, unconscious. He looked for the source and saw a small shape, hovering in the air.

"Is that a drone?" Archie asked.

When Archie said that word, Fitz again had the feeling of unknown familiarity, but he shook it off. "Shoot it down!" he ordered.

Archie and three other men shot at the drone while the rest of Fitz's force spread out between the three hallways. Fitz stayed where he was, watching. The drone swerved to avoid all the shots, following one man as he walked to the left and shooting him down.

"It's being controlled." Fitz said. "Keep shooting!"

He watched as the drone swerved to avoid the shots, watching how it moved. Then, once he was confident, he threw his shield at an angle he thought would hit it. The drone was turning as he threw it, but it didn't have time to move out of the way. The shield struck it with enough force to knock it down, and then it hovered pathetically about a foot off the ground before falling.

"Archie, come with me." Fitz said. "You two, one to either side."

"Shouldn't we cover the sides first?" Archie asked as they walked down the stairs. "The middle is the most protected."

"That's exactly why we're going there." Fitz said. "The others might not be able to cover this area themselves, and I want to avoid casualties."

"Then you should have stayed home." A voice said from ahead of them.

Fitz looked at Archie and nodded. They waited a second, and then Fitz sent his shield flying towards the voice and Archie ran forward, gun in hand.

The shield struck the wall and went back a few feet from the force of the impact. Fitz ran down the stairs and saw a room much like the one he had just come from, large and well-fortified. A dark-skinned man stood just inside the wall, out of sight from the stairs.

He had Archie pinned at gunpoint: Fitz noticed that it was a stun gun, though the agent had a real one ready to be drawn. "Turn around." He said.

"No."

And then Archie moved, twisting and pushing the stun gun up while kicking the man in the stomach, doubling him over. The other man recovered and punched out, knocking Archie back with his blows. He fired at Archie, who grunted and fell to the ground, fighting to stay awake. Two more men came to the S.H.I.E.L.D. agent's aid, and that was when Fitz used his stun gun.

They were all out in seconds.

His weapon was truly powerful, but it was still pathetic. That hadn't been fun at all.

Fitz looked over the room and saw the three men he had sent ahead down; that must have been why the S.H.I.E.L.D. agents had taken so long to help their comrade; they had been fighting his men. Fitz couldn't understand how that agent had thought Fitz would give up just because Archie was being held at gunpoint. His friend hadn't even been in real danger; everyone here had stun guns.

Doc was right when he said S.H.I.E.L.D. was weak. Fitz didn't want to kill, but he would if he had to.

He was just turning to the cells when he heard a door open and whipped around to see a girl placing an object on the floor; a drone.

She met his gaze and shut the door quickly, but the damage was done. Fitz went to open the door she had closed. He needed to talk to her.

* * *

Jemma had waited for it to be quiet to set the second drone outside the door. She had thought the area was clear. Then she saw the super soldier.

Her eyes widened and she retreated into the supply closet quickly, her heart rate increasing. She saw the doorknob start to turn and panic immobilized her for a second. Then, as the door opened, she reached for the remote and dove behind the bucket in the room, piloting the drone and making it fire twice at the super soldier's back.

He didn't even react.

"There's nowhere to hide in here." He said, immediately locking on her.

She straightened up. That voice was as familiar as her own. "It can't be." Her panic and fear faded, curiosity and happiness making her careless.

"I don't want to hurt you." He said. "But I will if I have to."

Her breath hitched, a sob rising in her chest. It was him. She knew that voice, and as she looked at him she saw his eyes. Those wonderful, blue eyes. "Fitz." She said.

He didn't show any sign of recognition. She hadn't recognized him until he spoke, but he was here! It was really him!

Fitz stared at her and then put his gun in one hand, holding it loosely. "How do you know me?"

That brought her back to her senses. Right now, he was the enemy. He needed to be stopped. So she held her bag closer to her, trying to look scared. It wasn't all challenging. As he started to walk closer to her she put her hand in the bag, gripping the ICER…

And then Fitz staggered into her, knocking her back against the wall. She looked up and saw May next to Fitz, in a fighting stance. "Get out of here." She said to Jemma, her eyes on Fitz.

Simmons straightened up, and even in that second Fitz was attacking May, grappling with her and following her out the door.

Jemma hesitated before calling out "It's Fitz!"

May's eyes flicked to her, and Fitz thrust his shield into May's stomach, flipping her onto the floor. She kicked and tripped him, bringing him down as well.

Jemma grabbed the drone remote from the supply closet and ran back to the main room, where she immediately started operating it. She sent it down the hall Coulson had been guarding; if May had come to help her, her hall had to be clear, which meant Coulson must still be fighting. She piloted her drone to see Coulson's hall and saw him and two other agents fighting four intruders. She shot two of them before they knew what was going on, but unfortunately them dropping to the ground distracted the two S.H.I.E.L.D. agents.

Jemma knew they were in trouble. The drone wasn't doing much good. So she dropped the remote and ran down that hallway, ICER in hand, ready to fire. She got into the room just as the last agent dropped and aimed at one of the two intruders left, catching him by surprise and taking him down. This allowed Coulson to focus fully on the other intruder and punch him in the jaw, sending him spinning and to his knees. Then Coulson kicked him in the chest and turned to Jemma.

"Thanks."

"May needs help." Jemma said.

Coulson seemed to realize that Jemma wasn't supposed to be out of her closet and started fast-walking towards the stairs. "What happened?"

"They ran into me."

Jemma looked to the top of the stairs and saw Fitz standing there, breathing heavily but holding his gun.

"Don't worry." He said. "Next time you'll know better." He pushed the trigger and Jemma felt a ray similar to that from the ICER strike her, but more powerful. She couldn't keep her eyes open a second after it hit her, her last sight Fitz shooting at her.


	10. Chapter 10

Fitz stepped over the two he had just knocked out and walked to the wings, where he roused any men he could and released the prisoners.

"As payment for your release, help move my men to the buses." He said. "After that you can join our HYDRA, or go off on your own."

Surprisingly, most of the prisoners listened. Roughly half of his men were knocked out; the rest were either stunned or hurt, unable to stand. Two were dead, probably from the woman he had been fighting: the Cavalry. She had been a good fighter. Better than Archie. But Fitz was even better. He'd broken a sweat, but that was all. The Cavalry wasn't so lucky.

"I'm not leaving anyone behind." He said as he turned to release the prisoners in the middle. They were harder to break out, but it only took a few extra minutes. He had all the tools he needed, and more than enough strength to use them effectively. "Remember that it's HYDRA who's breaking you out." Fitz said as he finally broke through.

The prisoners looked at him with grins and then started running up the steps. Fifteen of them were kept in this middle section, marking those fifteen as the most dangerous of the bunch. Fitz held his hand out to stop the last three men from leaving.

"Help bring my men to the buses." He said.

The first one glared at him and tried to shove past, but Fitz pushed him to the ground with one hand. "I said help."

The other two hastily went to grab the fallen men dressed in black while the first stood. "Hurry." Fitz said. "They'll wake up soon."

He went over and helped the stirring Archie to his feet, placing one arm over his shoulder. "We won." He said to him. "Now let's get out of here."

* * *

Coulson woke up to Jemma crouching over him, looking at him worriedly.

"Sir, are you okay?" she asked.

He sat up and blinked slowly. "Yeah, I'm fine. Is he -."

"He's gone. And I believe all the prisoners are as well."

Coulson stood and looked around. The building was quiet; HYDRA was definitely gone. "Damn it." He said.

"I need to go check on Trip and May." Jemma said.

"Right." Coulson said. "I'll be right there."

She nodded, and he walked out the front door, inspecting the open space. There were tracks from large vehicles, but no sign of them otherwise. He mentally swore. They hadn't been prepared enough. He had hoped that warning the facility and arming it with some people from his team would be enough to defeat HYDRA. He had decided not to set traps outside, to keep the element of surprise.

He had been wrong.

And now some of his men were dead, with all the prisoners gone.

"Coulson!"

His head jerked up and he ran inside as Jemma's cry split the silence, down the stairs Jemma had gone down. Trip was standing against the wall next to the stairs, shaking his head. Jemma was next to May, motionless on the ground.

"What happened?" he asked, rushing over to them.

"Fitz found me, and May distracted him so I could escape. They were fighting when I left to find you."

"Wait, Fitz?"

"Yes, he's their super soldier. But right now I need help with May."

Her tone was slightly panicked, but Coulson saw the precision and control instilled in her as a scientist coming out.

"What's wrong with her?"

"I'm not sure, but she's barely breathing. She needs medical attention."

Coulson moved to lift her and Jemma put out a hand to stop him. "We have to move her carefully." She said. "Slowly."

He nodded, and together they lifted the agent between them and started walking out of the base, careful to barely move her. This just reasserted Coulson's sense of shame at their defeat. If his best fighter was critically wounded, they weren't ready.

He looked at May, limp between him and Jemma, and wondered what had made her seem so fragile. It must have been an intense fight, to leave her so battered. He hoped she had gotten in some good hits as well.

Then he remembered that Jemma had said the super soldier was Fitz. He would need more information on that.

They got May to the car and made sure she and Trip were safe in the back, and then Coulson started driving like a bat out of hell. He didn't care if he got a ticket; a member of his team needed medical attention, and the best attention for her would come from the scientist he hadn't wanted on the mission. Boy was he glad she had come now. And she could care for May best in their own base, where she had all the equipment she needed.

So they made it back to the Playground in record time, and May was moved to the medical section of the base.

Twenty minutes later Coulson had called his other team and told them to come back to the base as fast as they could.

"How is she?" he asked Jemma once she stepped back from her patient.

"She's stable." She said. "There's a lot of trauma to the head, which probably made her pass out in the first place. I'm worried about that, so I'm keeping her unconscious for now, to monitor her. There's a bit of swelling. Her arm is broken as well, most likely from trying to deflect Fitz's shield." She looked at Coulson and shook her head. "She's beaten all over, sir."

"But you think she'll be fine?" he asked.

"As far as I can tell she'll be fine." Jemma said. "Though Fitz certainly didn't hold back."

"How do you know it was him?"

She looked at him as if he were stupid. "I've known Fitz for years. I had my suspicions when I heard the voice on the tape you showed us, and now I'm sure it's him." She lowered her gaze. "He didn't recognize me."

"Fitz wouldn't do this." He said. He blinked. "Fitz couldn't do this. Why did they make him their super soldier?"

"To send a message to us." Jemma said. She didn't know how, but she was positive she was right. "They've turned S.H.I.E.L.D. agents into slaves before, but this is personal. And by making him that strong… it's a slap in the face."

Coulson took in what she was saying. Fitz, the dorky scientist who wanted a monkey, was now a brainwashed Captain America working for HYDRA.

Jemma was right. That was an extreme slap in the face.

* * *

There had been forty men in the S.H.I.E.L.D. penitentiary. Out of those forty, thirty-eight stayed with HYDRA.

Once they got to the new base (Doc had told them to meet there), Fitz called everyone into a meeting. There were general noises of complaint about this, even from Archie, but Fitz silenced them quickly.

He stood in front of them, his hands clasped behind his back. "Some people would say our mission today was a success." He stared them down. "I'd barely agree with that. We had at least fifteen more men than they did, and every one of you was taken down. The only reason we succeeded at all was because of me!"

There were murmurs throughout the assembled warriors.

"This wasn't the victory Doc had hoped for us to have. We got more men, which is important. But this mission showed me that we are weak. We're going to fix that. I'm going to have strict training sessions, starting at first light. Archie and I will divide you into units, and once each unit has basic training we'll come together and work on group formations. We have a good start to numbers. If we're going to increase them, we need to have the strength behind them."

He looked over the people standing stock still before him and lightened his stare. "Go eat, and rest up. Tomorrow we work."

They relaxed their stances and started filing out of the room, towards the kitchen. Archie stayed behind.

"Tough speech." He said.

"They needed to hear it. We almost lost."

"But we didn't."

"No." Fitz said. "And we won't ever lose again."

* * *

Dr. Whitehall looked at the messenger with a raised eyebrow. "Are you sure your information is valid?" he questioned.

"Yes sir." The woman squeaked. She was trembling.

He nodded. "Thank you."

She realized she had been dismissed, and once his door was securely closed he growled, pounding his fist on his desk. He breathed deeply and rubbed the bridge of his nose, regaining his composure.

The rumors he had been hearing about another HYDRA weren't just rumors anymore. There had been an attack on a penitentiary, a fight involving Director Coulson himself if Whitehall's sources were correct. Some wretches were stealing the name of the organization Whitehall proudly headed.

And Whitehall did not like competition. Even if there were other people who technically had power like his in HYDRA, he was the one who was really in control.

This group wasn't in his control.

He needed to make it his. And if that didn't work, there was always another option. One he thought he would enjoy more.

He would destroy it, starting with its leader.

 **A/N: Hey guys! Are you loving the new season as much as I am? It's great! But back to this story, I hope you liked this chapter! More to come soon!**


	11. Chapter 11

**A/N: Hey guys! Here's Chapter 11!**

Skye ran into the medical center, Bobbi and Hunter right behind her.

"What happened?" she asked.

Jemma turned to look at her, Coulson stopped his pacing. Trip stepped towards her, pushing off of the wall.

Then she realized May was on the bed, with her eyes closed.

"We lost." Coulson said. "They completely overwhelmed us. May fought the super soldier."

"Is she okay?" Bobbi asked.

"I think she'll be fine." Jemma said.

Hunter shook his head. "Never thought she would be one in a spot like this."

"You don't know her." Skye said quickly.

Hunter looked slightly taken aback. "Maybe not as well as you, but I've heard the stories."

"She was the only one around when he found me." Jemma said. She looked at May and smiled slightly. "May started fighting him so I could get away."

"It's what she does." Coulson said. He looked at Skye reassuringly. "She'll be fine. She's been through worse."

Skye reluctantly nodded, her eyes on May. She'd never seen the woman hurt badly enough to actually stay in the medical section. She looked so different…

"There's something else you should know." Coulson said to everyone. For some reason he sounded hesitant. "We found Fitz."

Something shifted in Skye, her focus locking on his words. May went to the back of her mind and her eyes snapped on Coulson. "Where is he?" she demanded.

Coulson sighed. "With HYDRA." He frowned. "He's their super soldier."

His words seemed to float over her. How could she go from feeling so full to being empty? "You've gotta be wrong." She said. "There's no way."

"I know it's hard, but it's him." Coulson said.

Skye looked at him for a second and then brought her gaze to Jemma, pleading with her. It can't be him, she thought. But her friend looked back with such torn eyes that Skye had to look away. She wouldn't find what she wanted to in those eyes. She had to get out of there.

Before she knew it she was right back where she'd been before the mission, punching the bag. But this time she wasn't just angry. If Fitz had done that to May, it wasn't really Fitz.

Which meant they had _changed_ him.

No, Skye wasn't just angry. This time she was pissed.

* * *

After Skye stormed out, Jemma left too. She'd been so focused on helping May that she'd blocked herself from thinking about Fitz. Now that she was thinking about him again…

She needed privacy. So she went to the medical storage center and closed the door. That was when she realized how badly her hands were shaking. All of the emotions she had felt, from realizing Fitz had been taken to seeing him at the end of the battle, preparing to shoot her and Coulson… everything hit her in an overpowering wave, and suddenly she was sliding down the door, sobbing and holding her arms as hot tears poured down her face. Jemma tried not to cry much, but all of the stress of the past days proved too much for her.

He didn't remember her.

Whatever had been done to him, he wasn't the same. His body was one thing. Of course he was attractive like this, muscles clearly defined. A part of her liked that. But a larger part of her wanted the body she knew back, the deceptively strong one that was absolutely perfect. His mind was what made her really upset.

Fitz had been through so much already. Now he obviously had no memories of who he really was. Could they be returned, or was he an empty slate, only able to be filled again by experience?

It was too hard to think about it. She would drive herself crazy if she fixated on it instead of searching for ways to restore him. And locate him.

She let herself cry until there were no tears left in her body, until her sides were sore from shaking and her arms were stiff from gripping each other. Then she slowly stood, smoothing back her hair and taking a deep breath. She had work to do.

* * *

When Fitz went to the cafeteria the next morning, he was surprised to see a much larger group assembled than had been there the night before. He scanned the crowd of people hastily eating breakfast and counted at least twenty more heads. Perplexed, he walked over to Doc.

"Good morning!" Doc said, holding up a cup of coffee in greeting.

"Morning." Fitz said. "Where did all these people come from?"

Doc smiled, seemingly delighted. "So you noticed!" he said. "You've done such a fine job recruiting, we're making a great name for ourselves. I sent out messages to some people, and with your record and my words, they responded! They came in late last night! One of the other HYDRA's squadrons."

Fitz couldn't believe his luck. "They're fully trained?" he asked, to make sure.

"Of course!" Doc said. "They're not elite, but they're still quite good. Whitehall never used them. They saw an opportunity with us. And I expect we'll have more people showing up. So train well!"

Twenty more men in one night. It was unbelievable. And the fact that they had been HYDRA? That made it even better. They were already acquainted with fighting skills and teamwork, and Fitz hadn't even met them. He nodded to Doc and walked over to Archie, sitting down next to him.

"Did you see the new recruits?" Archie asked.

Fitz grinned. "I don't think they'll just be recruits for long." He looked over everyone and saw the new group, clustered at a table in the back. "I'll test them, but I think we've found our sub-commanders. They'll train the groups."

"I thought you might say that."

"You have a problem with it?" Fitz asked.

"Nope." Archie said. His lips curled into a smile as he took a sip from his coffee cup. "The ranks are starting to build themselves."

"Now our focus is strengthening them." Fitz said. He stood on the bench he had been sitting on.

"Listen up!" he called. The din faded, and faces looked up at him expectantly. "Everyone will meet in the gym in twenty minutes for testing!"

There were protests, but Fitz silenced them by raising his hand. "I've already let you relax more than I should have. Don't be late!"

With that he jumped down and looked at Archie. "You ready?"

Archie looked at his half-eaten plate and sighed. "Can't even finish my coffee." He stood and walked next to Fitz. "I don't know if I like the drill sergeant side of you, kid."

"Then I'm doing it right."


	12. Chapter 12

**A/N: Hey guys! Here's chapter 12!**

Fitz worked his men hard. He felt a little bad about it, but the sooner they were whipped into shape the sooner HYDRA would be able to fully emerge in the world.

He made them spar with each other. He made them learn to fight with and without guns. He made them run, sometimes with weights.

He made them hate him.

But he knew it wouldn't last. He would work them to the point of exhaustion, but he knew that after a week of drilling them, they would understand his cruelty. They would grow physically. They would feel more united.

So he was okay with being the enemy for a while. He actually preferred it that way, so the men bonded first with each other and second with him.

After four day of intense training, even Fitz was tired. That was saying a lot. He did everything he ordered his men to do. He wasn't drained, but he was tired enough. So the next day he ended an hour early.

"I want you worked, not dead." He said. "Go rest, and be ready to work again tomorrow morning."

He watched as they filed out of the gym. "You want to say something." He said, not looking away from the door.

Archie moved into his line of sight. "Just that you're doing it right, kid. You're making this work."

"You think they're ready to be put into squads." Fitz guessed.

Archie shrugged, rubbing his hand on his stubbly chin. "I think they're working hard. Maybe if you start having them train in smaller units and come together for boot camp after, you'll see even better results."

Fitz thought for a moment. "You're right." He said. "Will you help me group them? We have time now."

"You gave us the night off, remember?" Archie said. He gave Fitz a crooked smile as Fitz playfully scowled at him. "Let's do it."

* * *

The Playground was quiet after the prison break. Bobbi and Hunter itched for a fight, and frequently sparred with each other to work out frustrations. Skye worked almost nonstop on her computer, looking in places few people even knew existed for information about Fitz's whereabouts.

Coulson stayed shut in his office, going over S.H.I.E.L.D. personnel and bases and looking over all the information he had on HYDRA.

May woke and left the medical center twenty-four hours after the attack, much to the dismay of Jemma. The woman suffered no permanent damage, though Jemma worried about her head trauma. She wanted May to stay in the bed another day, to make completely sure nothing was wrong, but the older woman would hear nothing of it. May insisted she was fine and went to her quarters, reluctantly still wearing the sling for her broken arm.

The thing that hurt most was her pride. And her head, a little. She hadn't stood a chance against Fitz, not in the condition he was in. He had completely overwhelmed her. She rationalized with herself, telling herself that no one could beat a super soldier… except another super soldier, maybe. And May was no super soldier, even if they called her the Cavalry.

So she mulled over her fight with Fitz in her quarters, letting her body rest while her brain tried to figure out how to defeat him.

Jemma wasn't much different from anyone else on the base. She stayed shut in the lab, the only time she left when she retired to her room or walked to the kitchen. No one at the base really saw each other in the four days immediately following the attack.

Then they started going back to each other, slowly talking and planning as a group. They had a team meeting in ops that night.

"I don't know why HYDRA took Fitz." Coulson said. "The timeline just doesn't make sense. They just came out into the open. They know they have more people than S.H.I.E.L.D."

"It does seem odd." Bobbi said.

"Maybe they're over-doing it on purpose." Trip said. "Maybe they're trying to not just win the battle, but all future battles between S.H.I.E.L.D. and HYDRA. I know I wouldn't want to fight a super-soldier."

"You don't."

Jemma turned around to see May in the doorway. Her sling was off her arm, to Jemma's displeasure. But she did look better. Still tired, but better.

"Glad you joined us." Coulson said. "I was worried you'd sleep through the meeting."

May quirked an eyebrow for a second and walked over to the table, taking a seat.

"Has anyone found anything?" Coulson asked.

Jemma cast her eyes on the table, and was aware of Skye doing the same.

"I thought so, but figured I should ask." Coulson said. He looked at Trip. "I think you might be on to something."

"I don't care what their motivation is." Hunter said. "How do we get Fitz back?"

"Before we can figure that out we need to know where he is." Jemma said.

"Not to mention how to cure him." Skye said.

"You want him back to the way he was before?" Hunter asked.

There was silence for a moment. Jemma and Skye looked up at Hunter, who seemed to realize he had said something wrong.

"I don't mean-."

"We're changing him back." Skye said.

"Of course I want Fitz back, but don't you think having a super-soldier on our side would be the best thing?"

"Fitz shouldn't-." Jemma started heatedly.

"That's the last thing we have to worry about." Coulson said. "We can talk about his physical state later. Once we've discovered his location, we have a more urgent thing to figure out."

Jemma realized she had started to stand when talking to Hunter, and sat down, exhaling slowly. Coulson was right. They could talk about restoring Fitz to his original physical state later. Though it was good to know she and Skye were on the same page.

"How do we defeat a super-soldier?" Coulson asked the group.

His question was met with silence.

"That make you want to re-think keeping Fitz that strong?" Trip asked Hunter.

Hunter grinned half-heartedly.

"This is serious." May scolded.

"Right." Hunter said. "I have no bloody idea."

"If May got that hurt, none of us stand a chance." Bobbi said. She looked at May. "Sorry."

"It's true." May said. "I don't even know if we can trap him."

"There has to be some way." Jemma said.

"We're not done trying yet." Coulson said. "I just wanted to see where we are. If anyone finds _anything_ , report it back to me. No matter what it is."

"Yes sir." Jemma said quietly.

* * *

Two weeks after the breakout from the S.H.I.E.L.D. penitentiary.

Two weeks of intensive training, and Fitz couldn't be happier.

Their ranks had grown in both number and strength. They now had almost one hundred members, between warriors and scientists (both of which had grown in size). Doc had been right: there had been a great influx of people in the days following the attack. HYDRA was making a name for itself.

Now he watched as four squads of men ran through attack simulations, each squad moving fluidly and flawlessly through. He had chosen his leaders well.

In a few minutes they would go through a battle. The only thing the warriors didn't know? Fitz would be fighting with them.

After all, they had to get used to him being in the fray. Doc had told Fitz they would pay a special visit to S.H.I.E.L.D. soon.

They had to be ready.

* * *

"Is that your phone?"

Jemma looked up, startled out of her thoughts by Skye's voice. She listened and realized there was a sound in the background: a jingle that was very familiar to her.

"That's not mine." She said, straightening up. She stood and walked over to Fitz's desk. "It's Fitz's."

She looked at the cell phone on the desk, ringing with the tune Fitz had assigned especially for his mother.

"Do you know who it is?" Skye asked.

Jemma looked at her, confused for a second. Of course, she realized. Skye didn't know about Fitz's mother. She called every few weeks, to check in on him. Usually Fitz talked to her more often than that, but she always could be counted on to contact him.

"His mother."

Skye brought her eyes up from her book, pupils dilated in shock. "What do we do?"

"I have to answer it." She said. "She'll think something's wrong if we don't answer."

"Something is wrong!" Skye said. "Her son is a brainwashed HYDRA agent!"

"Maybe I won't mention that." Jemma said. The ringtone was nearing its end, so she snatched up the phone and answered it before she lost her nerve.

"Hello Mrs. Fitz." She said, trying to sound as smooth as possible.

"Jemma!" Mrs. Fitz said. She sounded pleased. "How are you, dear?"

"I'm fine, thanks." Jemma said. "How have things been with you?"

She could hear the strain in her own voice, and Skye's widened eyes told her she wasn't doing a very good job acting normal.

"Oh, things have been wonderful, dear. I just wanted to see if there was anything I could do for my boy. I have a bit of free time the next few days. Where is he?"

"Fitz? Oh, he's… well, you know him. He's… being himself!"

Jemma looked at Skye and mouthed HELP ME!

"Is everything okay, dear?"

Jemma froze.

"C'mon Fitz!" Skye shouted. "We're gonna be late!" she stood and ran to the door, slamming it.

"Are you going somewhere?" Mrs. Fitz asked.

"Yes." Jemma said after hesitating a second. "We're actually going on a mission. He was getting supplies with Skye, but as you just heard, they're out the door now!"

She heard hysteria enter her tone and took a deep breath. "I'm sorry, Mrs. Fitz. But I really have to run. We might not be back for a few days, but I'll make sure Fitz calls you as soon as he can."

"I understand dear." She said. She sounded disappointed, but not upset. "Both of you, be safe."

"We will."

"Good luck, then!"

Jemma shut the phone and placed it carefully on Fitz's desk, her hand shaky. She took a deep breath as she brought her gaze to Skye, who walked over to her.

"You okay?"

Jemma nodded and blinked, shaking her head. "Fine. I've never lied to her before, that's all."

"She's better off not knowing what's happened." Skye said. "Trust me."

"That was quick thinking!" Jemma said. "Thank goodness you were here!"

"You still don't deal well with improv." Skye said. "That was definitely better than last time though."

The ghost of a smile etched across Jemma's lips. "It couldn't be much worse."

"Fitz will be calling her back in no time." Skye said. "We just need to find him."

"So let's get back to work." Jemma said.


	13. Chapter 13

**A/N: Here's another chapter, guys! Hope you like it! Leave me a review!**

Two and a half weeks after their defeat, Coulson had no other option. He had to call Fury.

It took a little digging to find a way to reach the elusive former Director of S.H.I.E.L.D., but he finally found a secure channel.

"Director." Coulson said.

"You know that's not me anymore." Fury said.

"Right." Coulson said.

Fury paused for a second. "I'm guessing you're going through something serious, to contact me like this."

"You'd be guessing right."

"And here I thought you might just want to see how I am."

Coulson smiled, but it vanished almost immediately. "We have a situation."

Fury seemed to sense that the time for joking was over. "What's wrong, Phil?"

Coulson explained what had happened with Fitz. "He almost put May in critical condition." He finished.

"That does say a lot." Fury admitted. "She's one tough son of a bitch."

"We have no idea where he is, how many people he has, or how we can beat him. We're just waiting for… whatever's next."

"And you don't like waiting."

"What can I do?" Coulson asked. He was done acting like a leader, coming up with impossible plans: he wanted to know exactly what he could do.

"I think I might have a solution." Fury finally said. "But I can't promise anything. And you can't be involved."

For the first time in a few weeks, a bit of hope fluttered in Coulson's chest. Everyone was so serious and negative lately, this bit of hope felt like stepping into a sunlit room. It allowed him to relax, ever so slightly.

"I'll contact you when I know more."

"Thank you sir." Coulson said, smiling.

* * *

Fitz jumped into the battle, lifting his shield above his head and throwing it into the "enemy" ranks. About a quarter of the men on his side kept going, not casting him a second glance. Another quarter hesitated for a few seconds before continuing on their mission. The other half stopped and looked at Fitz.

"What are you staring at?" Fitz said with a raised voice. "Complete the mission!"

They fumbled and ran into the throng. This was the biggest mock battle they'd had. His forces were split in half. Fitz had arranged them like the S.H.I.E.L.D. penitentiary battle. He'd had tables and columns set up, and assigned the defensive team with a goal: keep intruders out at all costs. The other team, the one he was on, had an easier job. They had to allow at least one person to get to the center of the "base" and retrieve an artifact, and guide them out safely.

This battle wasn't just with toy guns though. This time every soldier was equipped with stun-guns. C'mon, Fitz thought. Show me how well you've trained.

He put half his effort into his team, showing them what position he would take in an actual siege but relying on them to move forward. He could do this. He needed to know that they could as well.

It was an hour later by the time they were done, but as Fitz looked around the room, he couldn't help but smile. The offensive team had won, and in the process they'd knocked out just about every defensive member. Most of them were just reviving as Fitz walked around. Many had bruises from physical contact.

Suddenly his smile faded. Why was he smiling? People were hurt, and there wasn't even a reason. It had been a fake battle. He should be helping them, not pushing them so hard. Wasn't there someone he usually helped to cure people?

He closed his eyes and shook his head. No, there wasn't. He'd been having weird dreams like that lately, and the past few days he'd had moments of doubt like this. He opened his eyes and adjusted his grip on his shield, to comfort himself. He was pushing himself too hard. It was making him doubt what was real.

Well no more. They would do mock battles like this every so often, but otherwise the only training his men would do would be in their squads. The mock battles would be planned carefully by Fitz. He would scramble the teams every time, and give them less notice before each one as they went on.

His men – and women – would be ready for anything.

Fitz just needed to focus and remember who he was.

* * *

Skye set down her soda so quickly it splashed up and landed on her hand. Jemma jumped and looked at her. "What is it?" she asked.

Skye's face was so clear it was alarming. A moment ago they'd been talking with increasing anger and negativity, and then suddenly Skye had slammed her can down, her face draining of any emotion.

"We've been doing this all wrong." Skye said.

Jemma pressed her eyebrows together. "What do you mean?"

Skye looked at her, not even bothering to wipe off her hand. "We've been trying to find Fitz by looking for signs from them."

"What else can we do?" Jemma asked.

"If we haven't found anything in more than two weeks, it's because there's nothing to be found."

Jemma blinked. "Are you saying there's nothing we can do? Because we can't give up."

Skye smiled, ever so slightly. "There's nothing we can do to find them. But we can always make them come to us."

Comprehension dawned on Jemma. "We need to lure them here. Well, not here. But somewhere we want them."

"I'll start circulating a rumor that we have… what's something they'll definitely want?"

"Access to all of S.H.I.E.L.D.'s records." Jemma said.

Skye's eyes widened. "How do I casually put that out there? Oh yeah, I stumbled on top secret S.H.I.E.L.D. records, and I want you to come get them."

"Coulson has a record-keeping device not many people know about." Jemma said. "Fury gave it to him, I think. That should do the trick."

Skye raised an eyebrow. "How do you –?" she saw Jemma cast her eyes down and sighed. "Never mind. Are you serious? Coulson would never agree to that."

Jemma swallowed. "Then maybe we don't tell him."

"Are you sure? They _will_ come for this, if it's like you say."

"Give me one moment." Jemma went to her computer and typed something in. She nodded. "It's something called the Toolbox."

"That's serious, Jemma. I've heard of the Toolbox. That has _all_ of S.H.I.E.L.D.'s information."

"So we have to protect it at all costs." Jemma said. She nodded at Skye. "Send out the information. Then we'll tell Coulson."

"Sir yes sir." Skye said, opening up her laptop. A few minutes later she shut it and met Jemma's eyes. "It's done."

"Are you sure they'll find it?"

"I know what I'm doing." Skye said. "I traced it through some underground sites but let it surface enough to draw their attention. And I encrypted it in one of the easiest things to crack. The only people that'll find it are HYDRA."

"Then all we have to do now is wait." Jemma said. She sighed. And then she gasped. "But we still don't know how to beat Fitz!"

A panicked look flickered across Skye's face at that. "The message is already out. I can't take it back!"

"Then it's a good thing I have a plan." Coulson said from the doorway.

The girls looked at each other, sensing trouble for their actions.

"Well, I didn't come up with the plan." Coulson said. "That was actually Fury." He looked at them. "What message did you send HYDRA?"

Jemma cleared her throat nervously. "Please don't be made sir. We told them about the Toolbox."

He didn't appear to react.

"We needed something big." Skye said, to disrupt the silence.

Coulson was silent for another moment, and then he nodded. "You made the right call. They should go for the bait."

Jemma exhaled in relief, and Skye cracked a smile. "So what's your plan?" she asked.

Now Coulson smiled. "I have no idea."

* * *

"Sir, you should see this."

Fitz looked up and saw one of his soldiers standing by a computer. He recognized the woman as one of the squad leaders, a former member of the other HYDRA. "What is it?"

"Dr. Nast asked me and a couple others to keep tabs on S.H.I.E.L.D. and Whitehall and Von Strucker's HYDRA. I found a possible leak from S.H.I.E.L.D."

"A leak?"

"The source seems accurate. It says… an object called the Toolbox is being moved in two days."

The Toolbox. That resonated with Fitz. He remembered stumbling across something about that, before his time with HYDRA. It had happened with a girl… the girl he had seen at the penitentiary.

Fitz staggered. Why was he remembering things? He didn't have amnesia. He knew who he was!

"Sir, are you alright?" The woman was looking at him with concern.

Fitz nodded. "Just a headache. Can you tell where it's being moved to?"

She typed something and then nodded. "Yes."

Fitz placed a hand on her shoulder. "Try to keep anyone else from finding this out. I'm going to tell Dr. Nast." He smiled. "And nice work."

The faint memory about the Toolbox still troubled him, but Fitz tried to push it to the back of his mind. Dr. Nast would be thrilled if they could acquire the Toolbox. It would give them the final push they needed.

Then they could overcome S.H.I.E.L.D. and integrate any who were willing into HYDRA, taking their resources. Once that was done, Whitehall and Von Strucker's HYDRA could be openly competed with.

The way Fitz saw it, the Toolbox was the foot in the door HYDRA needed. The Toolbox was the key.

* * *

Skye's mouth opened. "You don't know what the plan is?"

Coulson raised his eyebrows and shook his head, still smiling. "Nope."

"Then why aren't you worried?" Jemma asked.

"I told you." He said. "Fury has a plan."

"But you can't know about it." Skye said.

"Exactly."

"Then how do we find out what it is?" Jemma asked.

"That's where I come in." a deep voice said.

Skye and Jemma looked to the door in shock. Coulson merely stepped aside, still smiling.

"Dr. Simmons." Nick Fury said. "Skye. It's been awhile."


	14. Chapter 14

**A/N: Hey guys! I know I've been slow with updates on this story, but over break I've written the part that was giving me trouble. So here's another chapter. Enjoy, and leave me a review!**

Jemma's balance shifted, and she placed a hand on the counter to steady herself. She hadn't seen Fury since she'd reached out for him in the ocean, holding a helpless and heroic Fitz and trying to keep both of them afloat. The last time she'd spoken with him, he'd been looking at her while she was in a restoration chamber, immediately after being rescued.

He was the reason Fitz had been saved before. And now, he was here to do it again.

"Thank you." She said, her voice small.

Fury looked confused. "For what? I haven't done anything yet."

"You're here to help rescue Fitz." She said.

"In a way." Fury said. He looked at Coulson. "I'm gonna abduct your team now."

Coulson nodded. "I thought you might say that."

"What?" Skye asked.

"I told you," Coulson said. "I can't be involved in this. But you can."

"You'll understand why Coulson can't come." Fury said. "And you don't have to be there if you don't want to."

"I thought they would." Coulson said, looking at Fury.

"We're going."

Skye looked at Jemma and smiled. "We don't speak in unison very often. It was kind of cool."

"It was." Jemma said quietly. All the excitement she had felt suddenly drained out of her. She felt… sad, though she wasn't sure why. "I can go too?" she asked.

"I think it's important you do." Coulson said. "Fitz might recognize you if he sees you again. If he can hesitate, even for a second, that could be all the advantage we need… for whatever we're doing."

"Coulson's right." Fury said. "I need both of you. Now can we stop talking and get moving?"

"How did you know we didn't tell them to come here?" Skye asked Fury.

"You used an old S.H.I.E.L.D. channel when you sent out that message." Fury said. "I was almost at the door. Let's just say I still know what goes on."

The girls nodded and walked out of the lab. "You've done well, Phil." Fury said. "I know this is tough, being left behind."

"I understand, sir." Coulson said respectfully.

Fury gazed at him appraisingly with that one eye. "We'll get your man back."

* * *

"The Toolbox?" Doc said after Fitz had told him about the discovery.

"Yes sir." He said.

"You think it's a good idea to go after it?"

"It's got everything we could ask for about S.H.I.E.L.D." Fitz said. "It's the best source of information out there."

"Now that you mention it, it does seem to ring a bell." Doc said thoughtfully. "You've trained the men well enough. Take it."

"Am I taking everyone?"

"We'll talk about it more later. Just start preparing your best."

* * *

Jemma, Skye, May, Hunter, Bobbi, Trip, and Mack packed into the black vehicle in front of the base, Fury right behind them. The facility Skye had told them to go to was about half an hour away; close enough to get to easily, but still hide the base from unwanted eyes.

"So what exactly is this plan?" Hunter asked. He looked from Skye and Jemma to Fury. "I'm assuming we have one?"

"Would you be here if we didn't?" Fury asked.

Bobbi smirked.

"We're setting a trap." Fury said. "Skye sent out a little message they won't be able to resist, and when they come, we'll be ready."

"How do you actually plan on capturing him?" May asked.

Fury looked out the window before answering. "We've got good backup."

He didn't offer anymore, and the car rode along in silence. Jemma looked out the window, thinking about what was coming. She had an idea of why Coulson couldn't be with them, but that wasn't a major concern right now. Coulson had told her she should come just because the sight of her might make Fitz hesitate, at least enough to allow them to gain the upper hand. She was thinking back to the attack on the penitentiary, and realized he'd hesitated then. Only for a second, only to ask how she knew him, but he'd stopped.

So maybe he would stop again.

Either that or he would attack her, but she sincerely hoped he would stop.

* * *

Fitz went back to the woman who had found the message about the Toolbox to get its exact location. It was being held in a warehouse, about forty-five minutes away. The message said the box was being prepared to be moved by stopping at a warehouse first. Once it left there, it would be lost in the wind. They needed to get it before then.

"How big is this warehouse?" he asked the woman.

"Not large sir."

"How many S.H.I.E.L.D. agents could it hold? What does it look like we're going to be up against?"

She squinted at the computer screen and then pulled up a map, zooming in to an aerial view of the building. "We couldn't fit all our ranks in there unless we just stood around. If you're thinking of people in battle position, we definitely have the larger numbers."

"That's what I wanted to hear." He said. "Go train with your squad, and tell McCreevey and Sanders to do the same. I'll choose the rest of the people that will join us."

"So we're definitely going for it, sir?" she asked.

Fitz looked at the image on the computer. "We're not just going for it." He said. "We'll be waiting for it. We'll leave in a few hours."

The woman nodded and hurried off, and Fitz started walking to the training area. He wanted to get through one more practice round, before he started this mission. They had time for it.

He decided he would rather bring more people than necessary than fewer. Yes, he would be fighting for the Toolbox himself, but he had no idea how prepared S.H.I.E.L.D. would be. Hopefully it really was a leak, and it would be an easy grab…

Oh well, he thought. Either way, they left in three hours. He would have to make sure to wear his uniform. It was time to make another statement.

* * *

The car pulled into the warehouse site and dropped them off, and Jemma saw two buses already parked, with men unloading from them. She counted thirty total once the buses had fully emptied, plus the team she had come with, but she furrowed her eyebrows. "It's not enough." She said.

"What?" Skye asked, looking around.

"It's not enough people." She said. "This is only slightly more than we had last time."

"I think you should count again." Fury said.

Jemma looked at him questioningly and saw him gesture his head towards a motorcycle that was pulling up, with a rider she didn't recognize at first glance. The motorcycle roared to a stop in front of them and the rider stood, pulling off his helmet. He turned to face them, and Jemma thought she recognized him. He had sort of blond-brown hair, and a very prominent facial structure. And kind blue eyes.

Her suspicions were confirmed when he reached into a bag on the back of the bike and pulled out a shield with a stars and stripes design on it and looked at them.

"Sorry I'm late." Steve Rogers said.

"Captain America." Mack said.

The man looked at him and smiled. "You can call me whatever you like."

"Thanks for coming on such short notice." Fury said.

"I didn't have much of a choice, did I?" Steve said. But he was smiling.

"I can't believe you're here." Skye said.

Jemma nodded, too stunned to speak. This was why Coulson hadn't been allowed to come. And why Fury hadn't seemed worried by the number of soldiers here. To Steve Rogers, Phil Coulson was dead. Apparently that wasn't going to change anytime soon. And Captain America was like adding another thirty men to their side. He had the best chance of going hand to hand with Fitz.

"So what's going on?" Cap asked.

"Cap, meet one of the best teams S.H.I.E.L.D.'s got." Fury said. Jemma was happily surprised by the pride in his voice. "Team, this is your backup."

"I just love being called that." Cap said.

Skye smiled. Jemma looked at her with slightly raised eyebrows. Was she flirting with him?

"Agent Fitz was captured by HYDRA." Fury said. "They turned him against S.H.I.E.L.D., and used the super soldier serum on him."

That seemed to faze Cap. "They did what?"

"They raised his body mass and gave him more height and strength." Jemma said.

"Yeah." Fury said, shaking his head slightly. "He's just about as strong as you, from what we've seen."

Cap looked at Jemma for a second. "I can't believe they made it work. I thought all traces of that serum were destroyed."

"So did we." Fury said.

"So you need me to fight him." Cap said.

"Capture, actually." Jemma said. "Please don't hurt him."

"I'm guessing he's special to you." Cap said in a lighter tone, looking at Jemma again.

"He's my best friend." She said quietly.

"He's one of the best engineers we've got, and a damn good agent." Fury said. "So yeah, we want you to capture him. But you're gonna have to fight him to do that." He said, fixing his eye on Jemma as he said it. "He won't go down easily."

"I'll do what needs to be done." Cap said.

Fury nodded. "I know you will."

"But we should get any people who aren't fighters out of here." He truly looked over the team for the first time. When his eyes hit May they widened. "Are you the Cavalry?" he asked.

May smirked.

"I've heard a lot about you. And Bobbi Morse." He said, looking at Bobbi. He looked at Hunter. "Are you a fighter?"

Jemma almost laughed at how Hunter seemed to deflate. "Yes, I fight." Hunter said. "Fight the bloody hell out of …" Jemma didn't hear the rest of his statement as he murmured to Bobbi, but she guessed it wasn't the nicest thing he'd ever said.

Cap extended his hand to Hunter. "Didn't mean to be rude." He said.

Bobbi punched Hunter in the arm and Hunter shook the extended hand. "No problem, mate." He said.

"And you are?" he asked.

"Agent Mackenzie, but you can call me Mack." He inspected Mack, and apparently decided he didn't need to ask if he was a fighter. Jemma heard more grumbling from Hunter.

Skye and Jemma were the last two he came to.

"I'm Skye." Skye said.

"Will you be fighting?"

Skye glanced at May, who nodded. Then Skye smiled. "Yep."

"Alright." Cap said. He faced Jemma. "Somehow I don't think you're a fighter."

"Not really." She said.

"But you need to be in the field?"

"I might be able to get to Fitz." She blushed. "We sort of have a history."

"I guess I can't persuade you to stay hidden then."

"No." she said, straightening her shoulders. "You can't. But I'll stay safe."

He chuckled. "Alright then…"

"Jemma."

"Jemma." He said with a nod. He turned to Fury. "That could have gone a lot faster if you'd just said they're all fighting."

Now Fury chuckled. "And not see that? Who do you think I am?"

"How long do we have until they get here?" Bobbi asked.

Jemma looked at Skye. "It could be anytime, but I'd expect them within a few hours." Skye said.

"Then I hope you don't mind if I eat." Cap said, going to his bike and grabbing a bag. "I'm starving."

Fury looked out at the skyline. "Everyone should relax." He said. "Things will pick up soon enough. And then we won't get a break."

* * *

Jemma couldn't believe what was going on. She was tense as she thought about the oncoming confrontation with Fitz, but she kept being pulled into the present by Skye, and she had to say she was glad of it. Everyone was seated in a circle in the warehouse, and Cap was telling them stories and jokes. And they were telling their own right back! Jemma had never imagined she would even meet Captain America, let alone have such a casual conversation with him. She enjoyed it, truly, but her thoughts kept returning to Fitz.

What was the best way to make him recognize her? Should she just start spouting a story? Maybe ask if he remembered the first time they met?

She suddenly realized it was quiet and looked up to see the circle empty. Everyone was walking outside. Everyone except May, that is.

"You seem quiet." She said, standing by Jemma's shoulder. "Everything okay?"

Jemma shook her head and smiled, rubbing her hands by her temples. "Yes, just overthinking." She said.

"We're gonna get him." May said. "Don't worry."

She started to walk out when Jemma stood and burst out, "what if I can't distract him long enough?" she swallowed. "What if I mess everything up again?"

May stopped. "You think you're only here to distract?" she didn't look back, but her tone shifted to one that was quiet, almost tender. "You're here for a very different reason, Jemma."

She didn't offer anything else, and after a few more seconds walked out of the warehouse, leaving Jemma to question whether she knew that reason or not.

She didn't have long to question. She heard feet running, and saw Skye run to the door of the warehouse. "They're here." She gasped.

Jemma ran out next to her and saw two buses pulling up, both larger than the S.H.I.E.L.D. ones. He was here.

 **A/N: Next time... battle! I'll post it soon. Love you guys!**


	15. Chapter 15

**A/N: Here it is! The big battle! This is the first real fight scene I've ever done, so I hope it's okay. Again, I'd like to thank everyone for their support in writing this story. I hope you guys like it. Give me feedback!**

Fitz placed his shield on his arm and pulled down his mask as they pulled up to the warehouse. He could see people lined up in front of it.

"They've got guards waiting!" he yelled to the people on the bus. "Go out fighting!"

They pulled up and started filing out, guns at the ready. He'd assigned six of them to carry real guns; the rest had stun guns. He wanted to avoid death, but Doc had told him some might be necessary here, to make their point, so he'd reluctantly agreed to use some, to please the man.

Once all the men from his bus were off Fitz climbed down. The fighting had started. He was pleased to see that they had more men than S.H.I.E.L.D., but that advantage wouldn't hold long. His agents were open targets as they got off the buses. Already five were down.

He scanned the ranks of S.H.I.E.L.D. and saw a slightly familiar face, and realized it was the woman he had fought at the penitentiary. She was already fighting a small group, ripping through them as if they were nothing. He started walking towards her, ready for round two. He knocked a few people with his shield on the way.

He was a few feet away, still unnoticed by the Cavalry, when he saw her. The girl from the penitentiary. The one he kept thinking about.

She stood by the door of the warehouse, looking around and holding a pistol with both hands. Not a real pistol. A stun gun. But that didn't really matter. She seemed nervous but determined to do something, and her eyes roamed the fighting, as if looking for someone. They moved to meet his, and he realized she _was_ looking for someone: him.

"Fitz." She called. Her voice shook slightly, but it was loud.

He walked closer. He had time to ask her a question, didn't he? His curiosity overpowered his desire to end things quickly. "How do you know me?" he asked. "How do I know you?"

"Fitz, we met at the Academy." She said in a rush. "S.H.I.E.L.D. Academy. We took classes together. We worked in a lab together, and a few months ago we joined Coulson's team." She took a quick breath. "People call us Fitz-Simmons because we're always together. We're best friends!"

He listened to what she said, saw how the earnestness shone in her eyes, and found that some of it was sinking in. If what she said were true, it made sense that he was remembering her. But the part about S.H.I.E.L.D. …

"Fitz, you have to believe me. They did something to you, but we can undo it. I just need you to trust me."

He saw the Cavalry looking at him and was confused as to why she wasn't attacking. Then he realized something. She was letting this girl… Simmons… talk to him for some reason. She knew better than anyone how dangerous he could be, but she was willing to let him stand relatively alone with a basically defenseless girl, when she herself was too far away to do much help… and he realized it must be a trap. He whipped around and raised his shield, and not a second too late. It resonated with vibrations as his shield came face to face with another, swung by an arm equally powerful to his. He gritted his teeth and pushed out, and the other person stepped back so they stood face to face, shields extended. Fitz got a good look at the insignia on the other man's shield and felt a moment of shock. The man before him was a legend.

But he couldn't show that. So instead he smiled. "I wonder which one of us is stronger." He said. "The old model, or the new."

Captain America smiled too. "It's not about who's stronger." He said. "It's about who's more willing to win." He lunged forward, and Fitz braced his shield for the impact. Finally, he thought. A real challenge.

* * *

"I'm all up for a fair fight, but really? You had to steal my costume?" Cap asked as he prepared to exchange another blow. "That's just offensive. Who made it?"

"Not the issue right now!" Simmons cried. She had ducked into the building, and as she said that she poked her head out.

Cap nodded. "Right. Just curious. I don't get to fight an evil doppelganger every day." He faked a punch at Fitz's jaw and brought his shield back to bash. "What are you called? Captain HYDRA?"

Fitz ducked the fake out and just managed to deflect the shield bash. He chuckled. "That does have a certain ring to it, but I don't need a title."

"A modest super soldier." Cap said, pausing. "Actually kind of nice." He grunted as he lunged forward, throwing his shield out of his grip as he went to attack Fitz with his full body. Fitz didn't have time to deflect every blow, and grimaced as some of them connected with his head. Cap was at least as strong as he was, which meant every punch of his equated with about three or four strong punches from normal men. It meant that they actually affected him. He staggered. And then that stupid red, white, and blue shield spiraled back and hit him in the arm as he raised it to fight back. He felt a stinging sensation run through his arm and was grateful for the protection his suit provided.

Cap caught his shield after it hit Fitz and prepared to throw it again, but Fitz made an uppercut motion and knocked it up. Then he hit Cap with a flurry of punches and kicks, sending the other man backwards. The shield fell to the ground behind them, but Fitz didn't let up. He forced Cap back so quickly the other man could barely keep his footing. He knew if he let up for even a second Cap would fight back, so he kept his attack constant. Finally, Cap tripped and fell on his back. Fitz smiled, ready to slam his shield down –

But before he could get a good hold on it Cap gripped him by the knee and pulled him down to the ground. The shield clattered to the ground, just out of reach, and suddenly Fitz was the one being battered by punches. His head was rocked from side to side with vicious blows, and he tasted blood after a few seconds of the torrent. Cap was on top of him, and Fitz brought his knees up and kicked with all his might, knocking the wind out of Cap and sending him back, off of Fitz. Fitz went to his knees and took a deep breath. He was tired, but not seriously wounded. He could tell Cap was experiencing the same thing, only a bit out of breath. This was bad. He was losing.

He pulled out his stun gun and shot it three times at the Captain before the man was too close again, and then Cap tried to wrestle it from his hands. The butt of the weapon struck Fitz in the shoulder, the top hit Cap's chest, and then the weapon broke in half.

"I guess you are strong." Cap said, wiping his head with the back of his hand. "I've never broken a weapon like that in half before."

"You're good." Fitz said, standing fully up.

"But not good enough to end this quickly." Cap said.

Fitz grinned, and had just started to lunge forward when he felt a crushing blow to the base of his neck. He staggered and fell to one knee to see the Cavalry standing behind him. Her face was deadly calm, which he remembered was how it always appeared to be. That blow would hurt anyone; the reason she hadn't been able to do so much damage in their last fight was that she had had his full attention.

"Dirty tactic." Fitz said.

Cap made an uppercut, his fist connecting with the underside of Fitz's chin. Fitz whirled to the side. He scrambled to get up and saw a leg coming towards him; the Cavalry's. He reached out with lightning speed and caught it an inch away from impact. He heard her breath catch and twisted and pulled the ankle towards him. The woman caught herself with both hands, holding herself up, and twisted her own body to strike him with her other foot. Fitz reacted by releasing his hold on the one foot and blocking the kick from the other.

He jumped up and saw that his shield was only a few feet away. He ran and snatched it and twisted, preparing to throw it at the Cavalry. He knew it would strike; it would hit hard, in the collarbone. It might break the bone. It could cause serious damage. But he was just about to release it when he heard a voice "Fitz, PLEASE!" Simmons yelled. "Stop fighting!"

He caught the shield with his fingertips and spun around – right into Cap's fist. He spat blood onto the ground. "This could take a long time if we go one on one." He said.

"Which is why I have a little help." Cap said as they started exchanging blows again.

"Think you'll lost stamina, not be able to beat me on your own?" Fitz asked as he struck a particularly good blow, a kick to the stomach that momentarily doubled Cap over.

"I don't have anything to prove." Cap said as he straightened up.

"But I do." Fitz said. And he started fighting with a more savage intensity than before, despite his ever-growing fatigue.

* * *

Simmons watched the fight, almost biting her fist from stress and nerves. She didn't know who to root on. Of course she knew Cap had to win, but it pained her to see Fitz hurt. And when he spat blood, she had to force herself not to run out to see what was wrong.

She hadn't expected May to go at him from behind. When he grabbed his shield, she'd had a moment of panic, and hadn't been able to stop herself from crying out. Now she was glad she had. She had gotten to him, she was sure of it. Only for a moment, but he had hesitated.

And if he'd done it once, he could do it again. But when? It wasn't safe to just run out. She would be destroyed if she went between them.

She didn't know when another opportunity would come up. Why did he have to keep fighting so hard? She was confident from studying his techniques that he and Cap could in fact fight for a long while. Their strength was just about even, though she suspected Cap had the overall edge. Last time Fitz had hesitated, Cap had struck in the window, but it hadn't been enough. They needed him incapacitated. Honestly, they needed him unconscious. Then they could travel back to the base and secure him before he woke up. Maybe.

So she watched as they continued to fight, hammering and kicking and punching at each other. May would throw in a few hits here and there, but she jumped back quickly. Until one time, when she jumped back onto another person. The man she knocked against smiled at her. "Thought you needed a new fighting partner." He said.

And so May entered her own battle. Simmons watched both battles, with a primary focus on Fitz. Then she saw something change. It took her a minute to realize that there was a shift in the overall fighting. It was mostly done. Three HYDRA people were coming towards May and Cap. Bobbi distracted one, but two were coming closer, and she was quickly swallowed up by the remaining battle. No one noticed but Simmons. And then she saw that one was pulling out a gun. And not an ICER, or more powerful stun gun. This was a real gun, with deadly bullets inside. They started to raise it towards May, and Simmons didn't know exactly why she did it, but she sprinted out of the building, trying to get closer. She had an ICER, she could knock out the man with the gun and then May would be safe and then she could enter the fighting herself and try to end it, why hadn't she entered the fighting before, was an ICER enough, would she get in range in time? Her thoughts ran together in a stream over the course of a few seconds. She was almost by May's side when the ICER was knocked from her grip by a heavy hand. She didn't stop though. She kept running the final few feet. She was going to shove May out of the way, now that she didn't have her ICER, and hope she didn't get hit. She was going to be brave, like she never was. She reached the woman and shoved her aside as she heard a crack, and she quickly realized she was in May's place, and didn't have time to move out of the way. She started to close her eyes, expecting to feel the bullet rip through her, and saw something dark pass in front of her, and heard a great clang. She gasped and opened her eyes and saw a shield in front of her face, attached to an arm that was very strong. She followed the arm up and saw a masked face close to hers, breathing heavily.

But it wasn't Captain America. It was Fitz.

"You…" she started to say.

But then she saw pain cloud his eyes and heard him give a strangled gasp before falling forward, on his knees, his arms trying desperately to hold himself up but failing. Captain America took the shield from him and gave him one swift punch, and Fitz lost consciousness.

She was finding it hard to process everything. The battle seemed to stop, though in reality the men kept fighting. She turned to Captain America and had to physically bite her tongue to keep from shouting at him, asking why he would do that. She knew exactly why he had done it. It was what he had been brought here to do. Fitz had been incapacitated. She just hadn't expected it to happen like that.

"You saved me." She said, her voice rough. She realized she was crying as she leaned over him. She heard a loud whistle, and then Cap's voice was heard loud over the sounds of fighting.

"You're leader is down!" he called. "Stand down! This fight is over!" He raised his shield. "Unless you want to take your chances and keep fighting."

There was a pause, and then the fight was over, as all the HYDRA soldiers rushed back to their bus, the few still standing carrying the fallen. Two came forward, apparently to get Fitz, but Cap stepped in front of him and Jemma, and they turned tail immediately.

"Are we just letting them go?" Skye asked.

"We won." Cap said. "They don't pose a threat anymore."

"But can't they fight another day?"

"They can." May said. "But they won't. Not without their super soldier."

"At least not for a very long time." Bobbi said.

Simmons looked up from Fitz and saw everyone looking at her. May, Skye, and Hunter looked completely fine. Mack was tenderly rotating his wrist as he walked closer, and Bobbi had a cut over one eye. The S.H.I.E.L.D. fighters were gathering a few feet away, probably assessing damage. At least three lay on the ground, ominously still. But Simmons didn't care about that at the moment.

"You were the key." May said. "But why did you run out like that?"

Simmons swallowed, her tears slowing. "I didn't want you to die." She said. "That man was going to shoot you."

May watched her for a few seconds and then smiled, a soft smile that spoke more than a hundred words. Simmons nodded, smiling back.

"Let's get going." Fury said. "We need to get Fitz back to the base."

Simmons stood and prepared to lift Fitz up, supporting him on her shoulder, but was stopped by Cap. "Let me." He said. His voice was gentle, and she watched as he supported Fitz carefully. She nodded her approval, and they started walking to the back of the building, where their bus was parked.

"I know you're probably upset with me, for fighting him." He said softly.

"I'm sorry. I know it doesn't make sense-."

"Don't worry." He said. "It's hard to fight someone you have a connection to, but it can be just as hard to watch someone else do it." She heard something in his tone that made her think he knew exactly what she was feeling. "How did you know he would cover you?" he asked as they reached the bus.

She looked at Fitz and smiled. "I didn't."

Cap helped secure Fitz on the bus. Fury gave him a sedative to keep him out until they got back to the base, and Cap warned them to step on it: the sedative wouldn't last long. He wanted to travel back with them, but Fury insisted that he go back to his normal business. So Cap asked Fury for a private word, before they parted ways.

"What's this really about?" Cap asked. "Why can't I go to this base with you?"

"Because your part is done." Fury said sternly. Then his tone lightened. "But man am I glad you came."

"Are we really just letting them go?"

Fury almost chuckled. "Of course not. As far as we know, they could try to make another super soldier. I placed a tracker on one of the buses. I'll send in a group to arrest everyone and destroy the serum."

Cap nodded. "I can't have someone with my face and symbol fighting for the wrong side." Cap smiled. "And it seems like a good team." His gaze moved to the back seat of the bus, where Jemma was visible by the window, next to the motionless Fitz. "They really do have a special bond." He said.

"They're good kids." Fury replied. "Now I need to go."

"And I need a shower." Cap said. He watched as the bus roared to life and pulled away, and the other S.H.I.E.L.D. agents followed suit, and then walked over to his bike and placed his shield over his back. His thoughts were on the super soldier as he rode his bike home. He had been right. He wasn't Captain HYDRA. He was more like a Dark Shield; a confused but overall fine agent, inside loyal to his old team, no matter what changed outside.


	16. Chapter 16

**A/N: Hey guys! I can't believe how quickly time is passing now. It's already almost March! I see one, maybe two more chapters in this story. Things are winding down now, but there's still some surprises to come... so keep reading! Tell me what you think of this chapter!**

Jemma wet a paper towel and gently wiped of Fitz's face. There was a bit of dried blood on the side of his mouth, and he had landed in dust. They were back at the base, in a secure room. May and Hunter had walked with her, Fury, and Coulson as they brought Fitz here, and then they'd locked him in place. He was in a cell like Ward's, but Coulson had taken the added precaution of locking his arms in front of him with thick metal bands. He'd told Simmons she had until he started to wake up before she needed to leave. And he was stirring, his eyelids fluttering.

She placed a hand on his cheek and then turned and walked out of the range of the cage. Coulson and Skye stood on the other side of the room, and as soon as she was free Coulson pressed the button that activated the barrier.

"How long have you been here?" she asked.

"A few minutes." Skye said. "How is he?"

Jemma glanced at him. "Nothing's broken. In fact, he's probably perfectly fine by now. He only collapsed because of the number of hard hits in such a short time, to such vulnerable places."

Skye kept her gaze on Fitz, her expression solemn.

"I'm proud of you." Coulson said. "Both of you. It's because of you that we got him back."

Then Fitz groaned and started to sit up. He looked at Coulson, Jemma, and Skye and narrowed his eyes. "Where are we?" he asked.

"The Playground." Coulson said.

Fitz stood and walked a few steps closer, then put his locked hands on the invisible wall. "I know this." He said.

"That's right." Jemma said. "You know this place. And you know us."

"What do you remember?" Coulson asked gently.

"Everything's fuzzy." Fitz said. "I see flashes, but nothing's concrete." He looked at Jemma. "Except you."

She met his gaze and smiled.

"I still don't remember you fully, but I know you're important to me. I couldn't let anything happen to you."

"Do you know what happened to _you_?" Skye asked.

"No." he said.

"That narrows it down." She said under her breath. But she smiled. "We want you to try to remember as much as you can."

"We'll help you fill in the pieces." Coulson said.

"That could take awhile." Fitz said, raising an eyebrow skeptically.

Coulson walked toward the stairs and pulled out folding chairs. "We've got time." He said. "I want you back to normal."

Fitz studied him. "You're a good person." He said slowly. He looked at all of them. "I think you all are."

Coulson nodded, looking pleased. "Maybe they messed with your memories, but inside you're still Fitz. Let's start at the beginning." He looked at Jemma expectantly. "I imagine you have a lot a say."

"Quite a lot." She said. She sat down on one of the folding chairs after moving it closer to Fitz and crossed her legs, folding her hands on her lap. "I've known you for a long time." She said, locking eyes with him. "I'm closer to you than just about anyone else, excluding parents."

"When we first met, I considered you my greatest rival. You were always there, in classes and competitions, pushing me to work my hardest. You were the brightest person I'd ever met. Before I knew it we weren't so much enemies as friends, and as we made this transition, I realized how similar we were. We bonded in a way I never have with another person." She blushed. "I was never very good at making and keeping friends. Until you, that is. And you told me you felt the same way."

"You're engineering, I'm bio-chem." She said. "You love monkeys, and have always wanted one. I still don't know exactly why, but there you go. Your favorite sandwich is prosciutto, buffalo, and mozzarella, with just a hint of-."

"Pesto aioli." He finished.

A small smile lit up her features. "Yes." She said. "Exactly."

"You're very protective of your friends and family. You've saved my life a few times over. And you always doubt your own strength, though you shouldn't. You're one of the strongest people I know."

As she spoke, memories seemed to swirl in his mind, as if in a river waiting to flood. They lurked just out of reach in his subconscious, tickling his consciousness with an infuriating persistence but avoiding his grip whenever he tried to capture them. He listened with the greatest level of attention he could, and his eyes rarely left her while she spoke. At times when she needed to collect her thoughts, Coulson spoke, informing him of his official records with S.H.I.E.L.D.

Jemma's knowledge seemed inexhaustible. She spent ten minutes talking about how they used to watch Doctor Who after late studying. It had to be two hours before she really slowed, though Fitz knew she had more to say. She just didn't want to say everything at once.

So Skye spoke. "When I came onto the Bus, I wasn't part of S.H.I.E.L.D." she said. "I didn't trust anyone involved in it. But you and Jemma were different. You weren't the typical agents I expected." She looked past him for a moment, reliving it. "None of you were the people I expected." She murmured. "You're so quirky and smart and… Fitz. And you and Jemma are perfect together. You have this connection that I noticed immediately but couldn't understand until I got to know you. Now I know it's because you two are the same. You complement each other. I think that's part of why I joined this team." She said. Her tone had dropped. Fitz could tell she had never shared this with anyone. "I figured if you two could be like that, maybe S.H.I.E.L.D. wasn't so bad. Maybe I could be a part of it. And you took me in right away, trusted me before you should have. I don't think anyone else would have done that."

There was silence in the room after she finished, and she stood and walked to the door, her arms crossed in front of her. But she didn't leave.

"I didn't know that." Jemma said.

"Me either." Skye said. "I just sort of realized it now."

"Well I'm glad." Coulson said. "We need all the good memories and thoughts we can get right now." He looked at Fitz. "Anything coming back?"

Fitz wasn't looking at him. He barely heard him, in fact. The dam finally broke. The river finally rushed free, his memories incredibly jumbled and mixed, but there. They were damaged, but there. He exhaled and felt himself start to smile, and then a laugh escaped him. He looked up at the others, saw their worried expressions at his laughter. "It's all coming back." He said. He felt so happy at the sudden ability to recall his memories that he felt tears prick at his eyes. He didn't even care that they were there.

"Fitz, are you sure?" Coulson asked. "You remember everything?"

He stood up, still smiling. "No, but it's all here." He said. "Jumbled up, but if I concentrate I can sort through it. Everything."

"Fitz, that's fantastic!" Jemma cried.

"I can't believe it happened that fast!" Skye exclaimed.

Coulson walked up to Fitz, still separated from everyone else by the invisible barrier of the cell. "What do you think of HYDRA now?"

Fitz didn't hesitate. "What I thought of it before all this started. It's evil. When Doc and Archie told me I was working for HYRDRA, my mind was like an empty slate. I didn't remember it as being a bad thing. I was never brainwashed into loving it, though my brain certainly dealt with a lot. I just worked for what I was told to."

Coulson studied him for a few more seconds and then nodded, relief evident in his face as he pressed the button that sent down the invisible wall. "Welcome back." He said, reaching out his hands and unlocking the restraints on Fitz's arms.

Fitz shook his hands out once they were freed. "Thank you sir."

Coulson nodded once more and backed up. "I can't clear you for anything, but I can let you get back into a normal routine. We'll have a doctor come and do a psych evaluation, just so the record's straight, and then we'll be set."

He walked up the stairs. Fitz walked over to Skye and Jemma and smiled. "It's weird how weird this feels, isn't it?" he asked.

Skye shook her head. "No way. You had your memories stolen from you and your body… buffed, and now you're back but still changed. It makes sense." She blinked. "I think."

He looked down at himself. "I forgot about that for a minute." He clenched his fist and then released it, watching his arm muscles work. "What do you think of it?"

They were quiet. "It doesn't matter what we think." Jemma said.

"I want to have my old body back." He said.

Skye grinned. "Good."

Jemma looked at her in shock, but Skye's smile didn't waver. "What?" she said. "He made up his mind, and then I said what we were both thinking."

Jemma spoke quickly. "We like your body now, of course, but it doesn't seem as… you." She met his eyes and then blushed and darted her eyes to the floor.

Fitz chuckled. "I feel the same way." He thought for a second. "And I think I know how to make the transition."

"How?" Jemma asked.

"Time." He said simply. He watched their reactions as they waited for him to elaborate, and after relishing in their hanging on his words, he did. "Doc couldn't recreate the original super soldier serum, though he came really close. The only thing he couldn't replicate was the longevity of it. He said I would need it every so often, or it would lose effect."

"Seriously?" Skye asked. "That's awesome!"

Fitz nodded. "It's a waiting game now."

"Maybe we can speed along the process." Jemma said. "If you want to."

"Maybe." Fitz said. He looked between the two of them, smiling and shaking his head from side to side slowly. "For now I just want to relax."


	17. Chapter 17

**A/N: Hey guys! I know it's been a long time since the last update, but this will be the last one for this story. We've reached the end. But you've got about three thousand words to read before that point, so go ahead and enjoy the final installment of The Corrupted Shield!**

"Of course!" Jemma said. "How could I be so stupid! You've been through a lot."

"I'll go tell everyone you're okay." Skye said. She looked between them with a knowing expression. "I'll try to keep them away for a while."

"You don't have to -."

Their half-hearted protests were ignored as Skye ran up the stairs, leaving the best friends alone in the basement. Jemma would never have said anything, but she was glad to be alone with him. She had missed him terribly.

"Should we move somewhere more comfortable?" she asked.

"The lab?" he suggested.

"Perfect."

They walked there, and Fitz felt a sense of belonging radiate from his core once the doors closed behind him. It was as it always had been: clean, organized, and inviting to those who were intellectually curious. He looked around, and when his eyes reached Jemma's desk he saw her seated behind it, ready for him to do whatever he wanted. She looked so perfect over there. Everything looked perfect. He was aware of how euphoric he seemed, but he embraced it. He'd missed this place. He'd missed his life.

"Welcome home." Jemma said after a few moments of silence. "Do you remember everything?"

"Yes." He said immediately. And he meant it. As far as the lab was concerned, he remembered absolutely everything about it and his adventures and experiments with Jemma. Other things were still slightly buried, but it seemed like if he focused on one, he was fine. Hopefully he would be able to recover everything normally soon. Maybe after a good night's sleep.

"Good." She said. She reached under her desk and pulled out a dvd box. "I know how we can relax." She said.

Fitz was already moving to under his own desk, and he brought up a deck of cards. She smiled, and he knew she finally believed he was back.

"Doctor Who and War." Jemma said.

"I've missed this stuff." He said.

"I can't believe we haven't done it in so long."

Fitz laughed. "We used to do it every weekend!"

"Can you believe what nerds we were then?" she asked. He stared at her, and her fake judgment faded into laughter.

"That's what I thought." He said. "Now get over here. I'm not moving for a while."

* * *

Skye managed to keep the others away from Fitz and Simmons for a little over two hours, in which the scientists played a full game of War (which can take ages), watched two episodes of Doctor Who, talked briefly, and finally, fell asleep.

Skye walked into the lab to see a TV on (she'd never seen one in here before, only the more technical projectors), which immediately caught her attention. Then she noticed the two people sitting by Fitz's desk, laying over it. Her first reaction was concern. Had something happened to them? They were very still. She rushed over and inspected them closely, and then sighed when she realized they were asleep. She could hear them breathing in, slow and deep, and noticed with a trace of amusement that their hands were just touching, as if they had been holding each other before falling asleep.

"Are they in here?" Hunter asked, walking in.

His voice was loud, and evidently carried well enough to startle Fitz awake. His hand jerked as he sat up, which brought Simmons back to alertness as well. Fitz looked around with wide eyes, tense. Jemma just sat up, blinking and smiling at the rest of the team. Fitz recognized them and relaxed as well.

Hunter stopped walking. "I guess you are in here." He said, a bit softer.

"Way to wake them up." Bobbi said, nudging him with her shoulder as she walked past. "We just wanted to come see how you're doing." She said. She looked at Fitz. "We really missed you."

"Yes, we did." Coulson said as he strode in. He assessed everyone, and once Trip, Mack, and May had entered, he nodded. "It's good to finally have the whole team together again."

"I say it's time for a celebration." Skye said. "Who's up for dinner and drinks?"

Fitz nodded. "That sounds like a great idea."

May grinned. "I'll get us up in the air."

* * *

The whole team stayed out for hours that first night, toasting to the return of normalcy – probably a bit more than they should have, but it was a celebration. They were shocked by how many drinks Fitz could take, but he called it a perk of being made into a super soldier, and happily showed Hunter exactly what that meant when challenged. He had fun, and really felt like nothing had changed. He only didn't enjoy it when basically everyone else was falling asleep, their energy spent and minds tired, and his body refused to shut down. He was too energetic. So he sat there and thought, and then only managed to lightly doze.

The next day Fitz felt better. He'd finally gotten some real sleep, once he was back at the base with Jemma. He was happy to find that even in that little bit of sleep, his memory restoration had continued. And Jemma put it to the test that afternoon, when they were in the lab again.

"There's something you need to do." Jemma said, bending over and rummaging through her bag.

"What's that?" Fitz asked.

She straightened up and held out her cell phone. "Call your mother. She hasn't heard from you in a few weeks. I think it's time you talked to her again."

Fitz realized she was right and took it from her, suddenly nervous. "What should I tell her?"

Jemma shook her head lightly. "That's up to you."

He swallowed and nodded, dialing the number. It rang only twice before it picked up, and a woman's voice asked "Hello? Jemma?"

"No, mum, it's me." He said.

"Oh, Leo! How are you dear? I haven't heard from you!"

"Yeah." He said. "Sorry about that."

"You sound different. Is something wrong? Is everyone alright? Did something happen?"

He looked at Jemma, who gave him an understanding smile and walked out of the lab, giving him privacy. "Everyone's fine. But it's kind of a long story."

He told her what had happened, with some details strategically left out. There was no reason to upset the woman more than he had to. He told her everything she needed to know: that he had been chosen for an experiment that hadn't gone exactly as they'd thought, and there'd been a little confusion, but everything was back to normal. Mostly. So it wasn't the most accurate story, but Fitz knew it was the most his mother could take. She would fall apart if she knew everything, even knowing he was safe now.

"Mum, I have to go now." He said.

He heard her sigh. "If you must. But please, keep in touch."

"I promise I will." He said softly. "Love you."

"Love you too."

And he hung up the phone, walking out of the lab and handing it back to Jemma. "Thank you." He said, his voice a bit more sensitive than he would have liked.

"No problem." She replied.

Time seemed to pass relatively quickly from that point on. Within a week Fitz's memory was back to normal. The only thing that hadn't changed was his body. After two weeks feeling like a giant in his lab, he talked to Jemma about it.

"I want to try to get my old body back." He said when it was just the two of them. Things had settled down immensely, so they were left alone as often as they used to be.

"I was wondering when you were going to bring that up."

"It's supposed to wear off at some point, but I don't know when that is. It could be tomorrow or it could take another two months. Doc wasn't sure exactly how long his serum would last."

"So you want to start looking for a cure." She verified.

He nodded. "Yeah."

"I'm going to need to take your blood." She said.

"Whatever you need." He said.

Jemma nodded and walked over to grab the necessary materials. "I'll be as quick as possible." She said as she prepared to draw blood. She tied a band around his arm and made him lean his head back, and in no time at all was finished. "Did I hurt you?" she asked.

Fitz looked up. "I didn't even know you were done."

She smiled, and he almost said what was on his mind, but at the last second managed to control himself. "Now we analyze this and compare it to the samples we have on file, and then we can try to restore it to what it used to be."

He felt better just knowing that Jemma was working on it. She wouldn't stop searching for an answer unless she absolutely had to. And if they did it together, he was sure they could find the answer. So he followed her as she put some of the sample under the microscope and uploaded the image to the computer. Fitz walked to the interface and manipulated it so he could see both of his samples at the same time.

"They don't seem that different." Jemma said after inspecting them. She was right. As far as he could tell, the samples weren't different at all. But that was to the naked eye. Jemma pulled up the statistical analyses. "I'll run some tests." She said.

They ran basic tests, and then some longer, more specific ones, and came to one conclusion: the serum hadn't added anything to his system. At least, nothing that was still there. When it had been given to him, the growth factor had bonded with his own cells. It enhanced their function and made them perform twice as well as they normally would. So the only way to reverse the effect was to add a serum that made the cells perform less.

"We can do that." Fitz said.

"Fitz, I'm scared." Jemma said. "It's too dangerous."

He knew why she was concerned. It didn't seem smart to intentionally damage the cells of the body. "But if anyone can do it, it's you." He said.

She looked like she didn't like it, but she nodded, at least agreeing to try.

He patted her hand. "Look, if you're that worried we won't use it. But let's see if we can even make something. Maybe we'll stumble onto a better solution along the way!"

That soothed her. So they proceeded, building an antidote. They informed Coulson of their progress, and he voiced the same concerns as Jemma but ultimately left it to Fitz. But it turned out they didn't have to worry about using the potentially dangerous antidote. It took two weeks to perfect, and in that time, Fitz began to notice a change in himself. He was getting tired faster, and more easily. His vision would randomly turn spotty, and his legs would shake spontaneously. He hid this from Jemma of course. If she found out, there would be no way she would agree to give him their antidote.

But on the day they were supposed to use the antidote, all those little things became bigger. He walked into the lab, ready to return to his old body, and two steps through the door his legs gave out beneath him. And this time they actually gave out. He fell with a barely suppressed grunt, and his vision and hearing faded for a moment. The next thing he was aware of was Jemma kneeling down next to him, feeling his pulse and lifting his eyelid.

"Fitz?" she asked. "Fitz, what's going on?"

"The serum." He managed. He felt incredibly weak. It felt like his muscles were disappearing, all the strength he had been given and more fading away. "It's wearing off."

"But why is it effecting you like this?" she asked. "I thought it wearing off was a good thing!"

"Me too." He said with a weak laugh. "Guess it's not."

She looked torn, but Fitz couldn't focus on that. He was stuck thinking of how he could prevent himself from dying. That might have been a bit dramatic, but he thought it was appropriate. He felt like more than his muscles were detaching. He felt like he was losing himself a little bit.

"Call Fury." He said.

Jemma started and ran out of the lab, screaming for Coulson. Fitz faded in and out of consciousness, but after some amount of time (feeling barely strong enough to stay conscious), he heard Fury's voice.

"It's the only way to save him right now." He said.

"But can he survive it in this state?" That was Jemma's voice, extremely worried.

"He's a survivor." Coulson said.

"Fitz, if you can hear me, you have to fight this." Jemma said. "It's going to hurt, but it'll help you."

He tried to say he could hear her, but didn't have the energy, and then tried to nod and hoped she understood his barely perceptible head movement. Then he felt two needles pressed into him, injected into each arm. And the fire he had felt so long ago burned through him once more.

But this time it didn't burn so badly. It definitely hurt, and he was jolted enough to yell in pain and open his eyes. But it also felt… almost good. His muscles, which had been stretching away as he weakened, reattached. His vision cleared, and he felt surety flow back into his limbs. In a few minutes the fire died away, and Fitz realized he was flat on his back on the floor, his head propped up by a cushion.

"How do you feel?" Coulson asked.

"Fine." Fitz said. He sat up quickly to demonstrate this, and once he was upright Jemma practically fell on him.

"I thought you were going to die!" she said. He realized she was crying, and patted her back.

"I'm alright." He said.

"You didn't really react when it went into you. Not as much as I thought you would anyway." Fury said.

"I don't know why it affected me like that." Fitz said.

Jemma got ahold of herself and separated from him, sniffling and still looking upset, but slowly calming. He hated seeing her so upset. She stood and faced away while she tried to compose herself.

"Were there any warning signs of this?" Coulson asked.

"Actually, yes." Fitz reluctantly told them everything, earning a light shove from behind from Jemma.

"How could you not tell me that?" she exclaimed.

"I wanted to use our antidote." He said sheepishly. "I didn't know it was wearing off by itself."

He stood all the way up and inspected himself. He seemed just the same as before, if slightly less muscular. "So I'm still a super soldier." He said. "How did you have the serum?"

Fury shifted his weight. "When we cleared the HYDRA facility, we found a few doses in the lab. Thought they might come in useful someday, so I stored them. It's just lucky that I was in the area when Coulson called. Yesterday I was in Miami."

"Thank you." Fitz said.

"Why did your body start shutting down?" Coulson asked.

"The body can withstand rapid growth, but not decay." Jemma said, turning around. Her face was clear now. "When the serum was first administered, his heart got an extra dose, so it could beat strongly enough to flush the serum throughout his system. Now that it's wearing off, his body doesn't know how to respond, so it starts to shut down, to try to preserve itself."

"It's the fatal flaw to the serum." Fury told them. "Cap is fine because his serum is permanent. But the one Fitz was exposed to isn't stable. It made the body dependent on it, so when it starts to lose effect, the body starts to shut down."

Fitz sighed. "So there's no way to fix it."

"I'll have my best people work on it." Fury said. "But I'm afraid you're stuck like that for the foreseeable future. We'll just give you another dose when it starts to wear off, and then we can make a more informed decision."

"Meaning what?" Jemma asked.

"Meaning we only have enough for one or two more treatments." Coulson said. "So if we don't have a cure by then, we might have to consider a more permanent solution."

"Making this my natural body." Fitz said.

"There's a way. But like I said, I'll have my best people work on it. So try to relax." Fury said.

Fitz nodded, looking at Jemma. She was the best person he knew for this task. He knew that, if anyone could find a way to reverse the effects of the serum successfully, it was her. And he knew she would work on it, for him. But now he realized he wasn't in a rush. He would have his original body back someday – his lean, awkward, but familiar body. But for now he was content in this stronger, broader one. He was growing more comfortable with it every day. And knowing that he physically couldn't have his old body back now helped him value the stronger one. Jemma liked his old body, but surely she didn't mind this one.

"We'll figure it out." She said. "We never did test that antidote."

"I think we've done enough experiments today." Fitz said. "You were right; that antidote is too risky. We'll find another way."

They thanked Coulson and Fury and left the two men in the lab, walking to Jemma's room. Fitz noticed she was unusually quiet, and once they were inside he sat down next to her on the bed.

"I'm sorry." Fitz said. He looked ahead. "It was stupid and selfish of me to not tell you about the warning signs. I didn't mean to put you through that."

He waited for her to say something, to be angry with him, but she didn't say anything. He looked at her when he didn't hear anything and saw her lip trembling, her eyes about to spill over with tears. Immediately he gathered her in his arms, one hand on her back and one supporting her head. "Shh." He said softly. "It's okay."

"I thought I lost you again." She sobbed. "And then, once you had the serum in you, you were screaming. I hated seeing you in pain."

Fitz thought that was nothing compared to what the serum had felt like the first time. "It wasn't that bad." He said. "It was easier the second time."

She sniffled. "But I almost lost you."

He tightened his embrace. "You'll never lose me." He said. His voice was low, and he felt his own eyes tear up. "Jemma, I have to tell you something, and I want you to let me finish. I know we never really talked about what we said in the ocean, but you need to know -."

He couldn't speak anymore, because suddenly her lips were on his and they were kissing. She separated just enough to speak, one hand on his chest and clutching his shirt. "I love you." She said, her lips brushing against his.

Fitz kissed her back, not believing this was happening and at the same time not believing it hadn't happened before. "I should have told you sooner." He whispered between kisses. "I've been crazy about you for years."

She cupped his jaw, and he was lost in it for a moment, his brain overwhelmed in the surge of emotion rising up in him. Her skin was so soft, and she kissed him with such gentleness it amazed him. He tried to convey just how much he cared for her into his touches and kisses, and when he was completely out of breath he reluctantly pulled away.

"Can you forgive me?" he asked.

She was breathing heavier than usual too, but she smiled. "I already have. Just don't be stupid again!"

He grinned. "That's why we make a great team. I try to be heroic and you tell me I'm stupid before fixing everything."

She pretended to hit him on the arm, and then traced her hand down it, slowly, as she regained her breath. Their giddiness was gone now. "I could get used to this body, if you want me to." She said. "I like you now just as much as I liked you then."

"I think I can deal with it." He said. "Until we find a cure, of course. Which we will."

"But that could be a few months from now."

"I know." He said. He kissed her lightly on the mouth. "So we should take it one day at a time."

She leaned on him as she had for years, resting her head on his shoulder in an innocent, endearing way. But there was an intimacy there now that hadn't been there before. Maybe some good had come of all this, Fitz thought as he reached for her hand. He'd finally kissed the love of his life, and she'd told him she loved him.

Maybe he looked slightly different now, but nothing had changed. Leopold Fitz was the same man he had been a few months prior. But now he knew how important his life was to him. How important S.H.I.E.L.D. was to him. How important Jemma was to him.

He wasn't about to let that go.

So as he sat there with Jemma, a mixture of things old and new, he smiled.

 **A/N: There you have it. The final words to this story.**

 **I had a surprising number of requests to keep Fitz in his super soldier body, so I had to do it. I have to admit, I enjoy him getting to experience a change like that too, so I know where you're coming from. So someday he'll get his old body back, but for now... well, you know.**

 **And I know I didn't touch on Archie and Doc again. I figured Fitz would want to forget about all of that, and Coulson and Fury would deal with it. I really wanted to show Fitz and Simmons' relationship, so that took priority.**

 **I also want to thank all of my readers, reviewers, followers, and favoriters(?) for their support, which truly motivated me to write my best for this story. I also want to give a special thanks to FitzCapauchin, who gave me the idea for this fanfic. I never thought it would be this big a project, but it's been a great ride. I hope you all enjoyed it as much as I did. Thank you again.**

 **Pokémon fan 98**


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